Continuity and Maintenance of Operations. During the term of this Agreement, each Party agrees on behalf of itself and each of its Affiliates that is a party to any Master Operative Document to use all reasonable efforts consistent with past practice and policies to (a) preserve intact in all material respects its and their present business operations, (b) keep available the services of its and their key employees as a group, and (c) preserve its relationships with suppliers, licensors, licensees, and others having business relationships with it or them, each to the extent necessary to allow it and such Affiliates to perform its and their obligations under the Master Operative Documents and to allow Flash Forward to conduct its business as contemplated in its most recently approved Business Plan.
Continuity and Maintenance of Operations. Sellers shall, from the date ---------------------------------------- hereof to the applicable Closing Dates with respect to the Assets: (a) provide the Services to the Properties and use the Assets in the ordinary course consistent with past practices and maintain the Equipment in satisfactory operating condition; (b) use commercially reasonable efforts to preserve intact the Contracts and its customers, business organizations and business relationships related to the Assets; (c) maintain the Assets in satisfactory condition and repair, ordinary wear and tear excepted; (d) maintain current staffing levels and customer service performance in all material respects in support of the Properties; (e) pay and perform their obligations with respect to the Assets on a timely basis in accordance with the terms thereof; and (f) provide the Services to the Properties in material compliance with all Legal Rules. Sellers shall not (a) make any material changes in the methods by which the Sellers collect Accounts Receivable or disconnect Subscribers, or (b) offer to any Subscribers or any prospective subscribers free installations (except for free installations during a conversion to AML) or provide discounts for the cost of Sellers' Services not provided in the ordinary course of business. Sellers shall not, from the date hereof to the applicable Closing Dates with respect to the Assets: (a) distribute any Asset to its shareholders; (b) mortgage, pledge or subject to any Lien any of the Assets except Liens in the ordinary course of business; (c) sell, lease, license, transfer or otherwise dispose of or engage in any transaction with respect to any Assets not in the ordinary course of business; (d) cancel or forgive any Accounts Receivable, except in the ordinary course, consistent with GAAP; (e) amend, modify or terminate any Contract except with the consent of Buyer; or (f) change in any material respect the pricing (including without limitation, the Basic Subscriber Rate) for the providing of the Services at any Property.
Continuity and Maintenance of Operations. (a) Except as Buyer may otherwise agree in writing, until the Closing each Seller shall operate its respective Systems in the ordinary course of business consistent with Past Practices and shall:
Continuity and Maintenance of Operations. From the date of this Agreement until the Closing, unless otherwise agreed to in writing by Buyer, with respect to the Assets and the System:
Continuity and Maintenance of Operations. From the date of this Agreement until the Closing, unless otherwise agreed to in writing by Buyer, with respect to the Assets and the System: Each Seller will continue to operate its portion of the System only in the usual, regular and ordinary course consistent with past practices, including taking the actions described in Schedule 6.1(a), and making ordinary marketing, advertising, capital and promotional expenditures and, to the extent consistent with such conduct and operation, using commercially reasonable efforts to: (i) preserve the current business intact in all material respects, including preserving existing relationships with franchising authorities, suppliers, customers and others having business dealings with the System; and (ii) complete line extensions, placing conduit or cable in new developments and fulfill installation requests in the ordinary course of business. Each Seller will continue to operate its portion of the System in material compliance with all Legal Requirements. Without limiting the generality of the foregoing, each Seller will maintain its Assets in good condition and repair (subject to normal wear and tear and routine repairs), maintain inventories in its ordinary course of business at not less than normal historical levels consistent with past practices, will maintain insurance as in effect on the date of this Agreement and will keep all of their business books, records and files in the ordinary course of business in accordance with past practices. No Seller will itself, or will permit any of its officers, directors, shareholders, members, partners, agents or employees to, pay or forgive any Seller's subscriber accounts receivable (other than for their own residences) prior to the Closing Date. Each Seller will continue to implement its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with those in effect on the date of this Agreement and consistent with past practice. Except as described in Schedule 6.1(a), no Seller will, or will permit the System to, without the prior written consent of Buyer: (i) modify, terminate, renew, suspend, abrogate or enter into any System Contract, Franchise, Governmental Authorization or other instrument that would be included in the Assets, provided that Buyer's consent thereto will not be unreasonably withheld; (ii) add or delete any program services except to the extent required under the Cable Act or any other Legal Req...
Continuity and Maintenance of Operations. The Company shall, and shall cause each of its subsidiaries to use its commercially reasonable efforts to promote the financial success of the Company Business and promptly notify Highway of any material adverse change in the condition (financial or otherwise) of the Company Business and use its commercially reasonable efforts to promote, develop and preserve its relationships with its present employees as well as the goodwill of its customers and promptly notify Highway of any material adverse change in such relationships.
Continuity and Maintenance of Operations. Except as specifically ---------------------------------------- permitted or required by this Agreement or by any Legal Requirement, Seller shall:
Continuity and Maintenance of Operations. Commencing with the date first above written and ending as of the date of Closing, each Party agrees to use reasonable efforts consistent with past practice and policies to (i) preserve intact in all material respects that portion of its present business operations expected to be made available (through services agreements or otherwise) or contributed to the Joint Venture Company at the time of Closing, (ii) maintain in all material respects the services of such Party’s employees who are reasonably expected to render full-time service to the Joint Venture Company as seconded employees or who are otherwise expected to be an integral part of the services to be provided by such Party to the Joint Venture Company, and (iii) preserve in all material respects its relationships with suppliers, licensors, licensees, and others having material business relationships in connection with that portion of its business operations expected to be made available (through services agreements or otherwise) or contributed to the Joint Venture Company at the time of Closing.
Continuity and Maintenance of Operations. Except as to actions which Buyer has been advised and to which it has consented in writing and except as specifically permitted or required by this Agreement or required by any Legal Rule, Sellers shall from the date hereof to the Closing Date, operate the Businesses in the ordinary course consistent with past practices, and use reasonable efforts to preserve any beneficial business relationships with customers, suppliers and others having business dealings with it that are material to
Continuity and Maintenance of Operations. (a) Seller shall: (i) use its best efforts to comply with all Legal Requirements relating to the Business; (ii) fulfill all of its obligations under and maintain in full force and effect all Contracts, including the NRTC Distribution Agreement, and shall not, without the prior written consent of Purchaser, alter, modify or amend any of the foregoing; (iii) use its best efforts in consultation with Purchaser and its Affiliates, to promote the financial success of the Business and promptly notify Purchaser of any material change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its best efforts to promote, develop and preserve its relationships with the NRTC, DSS retailers, participating cooperatives and its present employees as well as the goodwill of its suppliers, customers and others having business relations with it, and promptly notify Purchaser of any material change in its relationship with any such Person; provided, however, that Seller's obligation to use its "best efforts" hereunder shall not require that Seller make any capital expenditures out of the Ordinary Course or bear litigation costs relating to any such obligation. Without limiting the generality of the foregoing, Seller shall maintain the Assets in good order, condition and repair, shall maintain insurance relating to the Business as in effect on the date of this Agreement and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, Seller shall not itself pay or credit in any way any Accounts Receivable prior to the Closing Date, and shall not permit any of its agents or employees, or any officers, directors or shareholders of the Selling Group, to do so either. Seller shall continue to enforce its procedures for disconnection and discontinuance of service to
