Covenants of Seller Relating to Conduct of Business. (a) Except for matters set forth in Schedule 5.01 or otherwise expressly permitted by the terms of this Agreement, from the date of this Agreement to the Closing, Seller shall conduct the Business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use its best efforts to keep intact the Purchased Operating Business, keep available the services of the current employees of the Purchased Operating Business and preserve the relationships of the Business with customers, suppliers, licensors, licensees, distributors and others with whom the Purchased Operating Business deals to the end that the Purchased Operating Business shall be unimpaired at the Closing. Prior to the Closing, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Acquired Assets set forth in Article VI not being satisfied. Seller shall also confer with Purchaser concerning operational matters of a material nature to the extent permitted by Applicable Laws and shall report periodically to Purchaser concerning the status of the Business. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 5.01 or otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Purchased Operating Business without the prior written consent of Purchaser:
(i) adopt or amend in any material respect any Seller Benefit Plan (or any plan that would be a Seller Benefit Plan if adopted) or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract with any labor organization, union or association, except in each case as required by Applicable Law;
(ii) grant to any executive officer or employee any increase in compensation or benefits, except in the ordinary course of business and consistent with past practice or as may be required under existing agreements and except for any increases for which Seller shall be solely obligated, or select any executive officer or employee for benefits under the Vista Chemical Company Discretionary Termination Plan except as may be required under such plan;
(iii) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ord...
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, Seller agrees (except as expressly provided in this Agreement, Schedule 7.1 or the Disclosure Schedule, or to the extent that Purchaser shall otherwise consent in writing) that:
Covenants of Seller Relating to Conduct of Business. (a) Except as otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall conduct the Business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve the relationships of the Business with all vendors, customers, suppliers and other persons with whom the Business deals. Prior to the Closing, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Acquired Assets set forth herein not being satisfied. In addition, prior to the Closing and except as otherwise expressly permitted by the terms of this Agreement, Seller shall not take any significant action or make any significant decision with respect to the Business without the prior written consent of Purchaser.
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, Seller agrees for the benefit of Purchaser that, except as expressly provided by this Agreement or to the extent that the other party shall otherwise consent in writing:
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing or the earlier termination of this Agreement, Seller agrees that, unless otherwise consented to in writing by Purchaser;
Covenants of Seller Relating to Conduct of Business. (a) Except for matters set forth in Schedule 5.01 or otherwise expressly permitted by the terms of this Agreement, from the date of this Agreement to the Closing Seller shall conduct the Business in the ordinary course in substantially the same manner as previously conducted (including with respect to research and development efforts, advertising, promotions and capital expenditures) and use all commercially reasonable efforts to keep intact the Business and keep available the services of the current employees of the Business and preserve in all material respects the relationships of the Business with customers, suppliers, licensors, licensees, distributors and others with whom the Business. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 5.01 or otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Business without the prior written consent of Purchaser:
(i) Enter into any new contract or agree to perform any new work with respect to the Products;
(ii) permit, allow or suffer any Acquired Asset to become subjected to any lien of any nature whatsoever; or
(iii) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material, individually or in the aggregate, to the Business;
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, Seller agrees that it shall (i) regularly consult with Buyer and its authorized representatives with respect to the conduct of the MiLAN Business and (ii) disclose to Buyer all Material changes in the business, financial condition, operations or results of operation of the MiLAN Business.
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, Seller agrees that it shall (i) regularly consult with Buyer and its authorized representatives with respect to the conduct of the Power General Business and (ii) disclose to Buyer all Material changes in the business, financial condition, operations or results of operation of the Power General Business.
Covenants of Seller Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, except as expressly provided in this Agreement, including the Schedules hereto, or to the extent that Purchaser shall otherwise consent (which consent shall not be unreasonably withheld or delayed), Seller shall carry on the Business and conduct all promotional activities in the Ordinary Course of Business, and shall not engage in promotional shipments or activities outside the Ordinary Course of Business. Without limiting the generality of the foregoing, Seller shall: (a) protect and maintain the Intellectual Property and the Technology in the Ordinary Course of Business and not sell or otherwise dispose of the same; (b) sell or dispose of Inventory only in the Ordinary Course of Business; (c) comply with the provisions of Section 5.11 prior to the sale or other disposition of machinery or equipment of the Business outside the Ordinary Course of Business; (d) comply, in all material respects, with all applicable Laws in the conduct of the Business; and (e) use commercially reasonable efforts to preserve the business of the Business.
Covenants of Seller Relating to Conduct of Business. (a) Except for matters set forth in Schedule 5.01 or otherwise expressly permitted by the terms of this Agreement, from the date of this Agreement to the Closing Seller shall conduct the Business in the ordinary course in substantially the same manner as previously conducted (including with respect to research and development efforts, advertising, promotions and capital expenditures) and use all commercially reasonable efforts to keep intact the Business, keep available the services of the current employees of the Business and preserve in all material respects the relationships of the Business with customers, suppliers, licensors, licensees, distributors and others with whom the Business deals. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 5.01 or otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Business without the prior written consent of Purchaser:
(i) adopt or amend any Seller employee benefit plan relating to the employees of the Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other contract with any labor organization, union or association, except in each case as required by Applicable Law;
(ii) grant to any executive officer or employee any increase in compensation or benefits, except in the ordinary course of business and consistent with past practice or as may be required under existing agreements and except for any increases for which Seller shall be solely obligated;
(iii) permit, allow or suffer any Acquired Asset to become subjected to any Lien of any nature whatsoever; or
(iv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material, individually or in the aggregate, to the Business;
