Continuing Operation of Business. The Seller will (i) carry on the Business in the ordinary course consistent with past practices, shall not engage in any transaction or activity or enter into any Contract or make any commitment except in the ordinary course consistent with past practices, (ii) comply with all Applicable Laws, (iii) file all required tax returns and pay all required Taxes, (iv) maintain or cause to be maintained in full force and effect fire, property damage, and extended coverage insurance in the amount of the full replacement cost of the Dealership Assets under the Seller’s blanket insurance policy or policies, (v) use its commercial reasonable efforts to preserve and promote the Business and preserve intact the reputation of the Business and the Seller’s relationship with Employees, customers, and vendors, (vi) maintain all of the Dealership Assets (including all buildings, structures and improvements on the Dealership Premises) in good operating condition and repair, ordinary wear and tear excepted, and make any necessary repairs, and (vii) not take or permit any act or omission to act which would have a Materially Adverse Change to the Business.
Continuing Operation of Business. Buyer will sublicense to Seller any and all rights necessary to enable Seller to fulfill its obligations under the Services Agreement.
Continuing Operation of Business. Seller agrees to manufacture and produce all requirements of Buyer with regard to the TDM Business, solely for the benefit of Buyer in accordance with the Services Agreement substantially in the form of Exhibit E attached hereto. ---------
Continuing Operation of Business. From the date hereof until the Closing, the Seller will not cause or permit any of the Companies to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, the Seller will not cause or permit any of the Companies to (i) make any Distribution (other than Distributions permitted pursuant to Section 3.9; provided, however, that on the Closing Date foreign accounts of the Companies shall contain sufficient cash to cover outstanding checks), (ii) issue or sell, to grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or make changes in its capital structure; (iii) acquire any equity or ownership interest in any businesses, and not to merge with, liquidate into or otherwise combine with any other business, person or entity, except in each case transactions solely among the Companies which are either (A) fully disclosed in a Schedule 5.1 attached to this Agreement or (B) fully disclosed in writing to, and approved in writing by, Buyer prior to consummation of each transaction; (iv) make any capital expenditures, or commit to make any capital expenditures, other than capital expenditures which are contemplated by capital expenditure budgets previously provided to Buyer or those which do not individually exceed $500,000 or exceed, in the aggregate, $1,000,000; or (v) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 3.9 above. Notwithstanding the provisions of this Section 5.1, nothing herein shall limit the right of the Seller or the Companies to take any action necessary or appropriate to assure that the representations and warranties of Seller hereunder shall be true as of the Closing Date or take action otherwise permitted under any other provision of this Agreement. November 1, 1995 27
Continuing Operation of Business. Seller hereby agrees, on and after the date of this Agreement and until the Closing hereunder (except upon the prior written consent of Purchaser and except as otherwise contemplated in this Agreement or the exhibits or schedules hereto):
(a) To operate the Business in the ordinary and regular course and not to engage in any transaction or activity or enter into any agreement or make any commitment except in the ordinary and regular course of business or enter into any material agreement or make any material commitment;
(b) To operate the Business in the same manner as heretofore conducted, and not to institute any new methods of processing, purchase, sale, lease, management, accounting, or operation;
(c) Except as otherwise specifically provided in Section 5.12, to maintain and repair the Assets, at Seller's sole cost and expense, in the same manner as Seller has heretofore maintained and repaired the same;
(d) To maintain all leases, easements, rights-of-way, permits, Contracts, and other rights necessary for the operation of the Assets in full force and effect;
(e) To use its best efforts to preserve the business organization of the Business and to preserve its relationship with customers, suppliers, and others having business relations with it;
(f) Not to make any sale or distribution of, or grant any other interest in, the Assets, except for the sale of inventory in the ordinary course of business;
(g) Not to grant any increase in the compensation of the employees of Seller, whether now or hereafter payable; provided that in no event is anything in this Agreement to be construed that Purchaser has agreed to assume any of the Seller's obligations, contractual or otherwise, with respect to any of the Seller's employees;
(h) To maintain in full force and effect all existing policies of liability, casualty, and other insurance presently maintained by Seller with respect to the Assets and the Business, including, without limitation, the policies described on attached SCHEDULE 5.01(H).
Continuing Operation of Business. Sellers covenant and agree that they will do or refrain from, as the case may be, the following, on and after the date of this Agreement (to the extent not simultaneous with the Closing) and until the Closing hereunder (except upon the prior written consent of Enterprises which will not be unreasonably withheld):
(a) carry on the Business in the ordinary and regular course and not engage in any material transaction or material activity or enter into any material agreement or make any material commitment except in the ordinary and regular course of business consistent with past practice;
(b) use commercially reasonable efforts to preserve in all material respects its relationships with suppliers and customers of the Business;
(c) not enter into marketing commitments with customers that would be in effect beyond the Closing Date; and
(d) not enter into any commitment with third parties under which any Seller is obligated to purchase or sell product or inventory in the Business, which commitment extends past the Closing Date.
Continuing Operation of Business. The Seller covenants and agrees to do the following with respect to the Business, on and after the date of this Agreement and until the Closing Date (except as otherwise agreed to in writing by the Purchaser, which agreement shall not be unreasonably withheld):
(a) carry on the Business in the ordinary course of business consistent with past practices and not engage in any transaction or activity or enter into any agreement or make any commitment except those in the ordinary course of business consistent with past practices and not otherwise prohibited under this Section 7.1;
(b) except for any increase of wages within a range agreed between the Purchaser and the Seller or except for annual wage increases and increase as a result of promotion in the normal course business, not pay any bonus to, and grant any increase in the compensation of, any employee of the Business, whether now or hereafter payable (including any such increase pursuant to any Benefit Plan) and not employ any additional employees of the Business;
(c) not sell or grant any license, franchise, option or other right of any nature whatsoever to sell, distribute, or otherwise deal in or with any product of the Business or use any Owned Intellectual Property, except in the ordinary course of business consistent with past practices;
Continuing Operation of Business. The Seller covenants and agrees that the Seller will do or refrain from, as the case may be, the following, on and after the date of this Agreement and until the Closing hereunder (except as expressly permitted under this Agreement or upon the prior written consent of the Buyer, which will not be unreasonably withheld): (a) carry on the Business in the ordinary and regular course and not engage in any material transaction or material activity or enter into any material agreement or make any material commitment except in the ordinary and regular course of business consistent with past practice; (b) carry on the Business in all material respects in the same manner as currently conducted and consistent with past practices, and not institute or commit to institute any material new methods of operations; (c) not merge with, liquidate into or otherwise combine with any other business, person or entity; (d) preserve its corporate existence and business organization intact, and undertake in good faith to use commercially reasonable efforts to preserve in all material respects its relationships with customers, employees and others having business relations with it;
Continuing Operation of Business. The Seller agrees that after execution of this Agreement and prior to the Closing (except upon the prior written consent of the Purchaser which will not be unreasonably withheld ) the Company will do the following:
(a) Carry on its business diligently and in the ordinary course.
(b) Not incur any additional liabilities or obligations in excess of $10,000 except such liabilities or obligations as the Shareholder consider to be reasonable and necessary for the business.
(c) Not to organize or engage in any other business or to divert any business outside the Company.
(d) Not to increase the compensation of any employee of the Company.
(e) Not to license, assign, sell, transfer or encumber any of the property or assets of the Company including development rights to any new products or services, other than in the ordinary course of business.
(f) Not to do any act, or omit to do any act, or to permit any act or omission to act, any of which will cause a breach of any contract, agreement, commitment or understanding to which the Company is a party or by which it is bound that is likely to materially and adversely affect its business or financial condition; and
(g) To prepare and file all required returns for taxes, and other tax reports, filings and amendments thereof, required to be filed, and to allow Purchaser to review all such returns, reports, filings, and amendments prior to the filing thereof.
Continuing Operation of Business. The Public Company and the Private Company agree that after execution of this Agreement and prior to the Closing (except upon the prior written consent of the Public Company and/or the Private Company which will not be unreasonably withheld) they will do the following:
(a) Carry on their business diligently and in the ordinary course. Initialed by Xxxx Xxxxxxx SB Initialed by Xxxxx Xxxxx DS -- -- 19
(b) Not incur any additional liabilities or obligations in excess of $10,000 except such liabilities or obligations as the Shareholders consider to be reasonable and necessary for the business.
(c) Not to organize or engage in any other business or to divert any business outside the Company.
(d) Not to increase the compensation of any employee of the Company.
(e) Not to license, assign, sell, transfer or encumber any of the property or assets of the Company including development rights to any new products or services, other than in the ordinary course of business.
(f) Not to do any act, or omit to do any act, or to permit any act or omission to act, any of which will cause a breach of any contract, agreement, commitment or understanding to which the Company is a party or by which it is bound that is likely to materially and adversely affect its business or financial condition; and
(g) To prepare and file all required returns for taxes, and other tax reports, filings and amendments thereof required to be filed, and to allow Public Company to review all such returns, reports, filings, and amendments prior to the filing thereof.
