Interim Conduct of the Business. At all times from and after January 29, 1998 and through and including the Closing Date, Seller shall not deviate from its ordinary and customary operation, maintenance or management of the Purchased Assets and shall not engage in any transaction other than in the lawful, ordinary and usual course of business as heretofore conducted. Without limiting the foregoing, Seller shall maintain in full force and effect until the Closing Date a policy or policies of insurance on the Purchased Assets which provide a scope and amount of coverage which are usual and customary in Seller's business; not make any non-ordinary wage or salary increases or severance packages; subject to Purchaser's prior reasonable written approval, not make any material changes in its member billing practices or rates, or enter into any material third party agreements; not declare, set aside, or make any dividend or distribution; not directly or indirectly purchase or redeem any interests in Seller; not pay any obligation other than current liabilities, not waive or compromise any claim or right, and not cancel, without full payment, any obligation; shall have directed Manager, from and after November 17, 1997, to sign Members only to Membership Contracts which provide for a term and payments of month-to-month or less; and not take, or omit to take, any action which would cause a default under the Master Lease. Seller shall maintain all of the Purchased Assets in good repair through Closing, ordinary wear and tear excepted. Without limiting the generality of the foregoing, Seller shall repair, at its sole cost and expense, all defects in the material or workmanship thereof prior to Closing. Seller shall remedy prior to Closing any and all violations of or any Legal Requirement relating to all or any part of the Purchased Assets of which Seller had Knowledge prior to Closing. Seller shall obtain promptly all government and third party consents and approvals to the consummation of the Transactions. From and after the date hereof until Closing, Seller shall lease or rent no space at the Real Property (including renewal of an existing tenancy) without Purchaser's prior approval, nor shall Seller otherwise deviate from its ordinary and customary operation, maintenance, or management of the Purchased Assets. Seller shall not further encumber the Purchased Assets or any part thereof, convey any interest therein (other than to Purchaser pursuant hereto) without Purchaser's prior consent, or accept...
Interim Conduct of the Business. TRW hereby covenants to Purchaser that, from the date hereof to the Closing, TRW will conduct the Business only in the ordinary and usual course, subject to Purchaser's approval of certain transactions pursuant to Section 4.3 hereof below. Without limiting the generality of the foregoing, TRW hereby covenants to Purchaser that, insofar as the Business is concerned, TRW will use its best efforts to:
(a) preserve substantially intact the Business' relationships with suppliers, customers, employees, creditors, and others having business dealings with the Business;
(b) maintain in full force and effect its existing policies of insurance which materially affect the Business;
(c) maintain all Intellectual Property to be included as part of the Acquired Assets in substantially the same standing as exist on the date hereof and continue the prosecution of all applications therefor; and
(d) continue performance in the ordinary course of its obligations under contracts, commitments, or other obligations to be included as part of the Acquired Assets.
Interim Conduct of the Business. At all times during the period from the date of this Agreement through the Closing, except for actions required by this Agreement, Aloha covenants and agrees that it will, and the Stockholders covenant and agree to cause Aloha to, operate its business only in the lawful, ordinary and usual course of business and that it will not take any action inconsistent therewith or engage in any transaction other than in the ordinary and usual course of business as heretofore conducted. Without limiting the generality of the foregoing, Aloha covenants and agrees that it will not, and the Stockholders covenant and agree to cause Aloha not to, without the prior written consent of HNWC:
(a) amend Aloha's Articles of Incorporation or Bylaws as currently in effect;
(b) sell, lease, transfer or dispose of or enter into any agreement to dispose of any of any assets of Aloha, except in the ordinary course of business consistent with past practice, and except that, prior to or concurrent with the Closing, Aloha shall have transferred to Xxxxxx and/or Xxxxxxxx Xxxxxxx the vehicles described in Section 6.8 hereof, and they shall have personally assumed and agreed to discharge all remaining indebtedness encumbering same;
(c) waive or release any rights of material value, or cancel, compromise, release or assign any claims held by Aloha;
(d) enter into, amend, modify, terminate or cancel any material contract or lease, other than in the ordinary course of business;
(i) increase the salary and bonus compensation or fringe benefits payable to any of its directors, officers or employees; or (ii) pay or agree to pay any pension or retirement allowance not required by any existing employment agreement or employment plan to any such directors or officers; or (iii) commit itself to any employment agreement or employment plan with or for the benefit of any officer or director; or (iv) alter, amend or terminate in whole or in part, any employee pension or other benefit plan;
(i) Offer, issue or sell any shares of the capital stock or other securities (for purposes of this paragraph, such term to include, without limitation, debt securities) of Aloha; (ii) acquire directly or indirectly, by redemption or otherwise, any such capital stock; (iii) reclassify or split-up any such capital stock; (iv) declared or pay any dividends thereon in cash, securities or other property, or make any other distribution with respect thereto, except that Aloha may make a cash distribution to the Stockholders i...
Interim Conduct of the Business. At all times from and after the date of this Agreement and through and including the Closing Date, Seller shall cause the Club to be operated only in the lawful, ordinary and usual course of business, and Seller shall not take any action inconsistent therewith or engage in any transaction other than in the lawful, ordinary and usual course of business as heretofore conducted. Without limiting the foregoing, Seller shall maintain in full force and effect until the Closing Date a policy or policies of insurance on the Purchased Assets which provide a scope and amount of coverage which are usual and customary in Seller's business; not make any non-ordinary wage or salary increases or severance packages; and subject to Purchaser's prior reasonable written approval, not make any material changes in its member billing practices or rates, or enter into any material third party agreements. Seller shall maintain all of the Purchased Assets through Closing in substantially the same level of repair as the Purchased Assets were in during Purchaser's physical inspection of the Purchased Assets on May 20, 1997, ordinary wear and tear excepted. Seller shall remedy prior to Closing any and all violations of any Legal Requirement relating to all or any part of the Purchased Assets of which Seller had Knowledge prior to Closing.
Interim Conduct of the Business. Except as (i) set forth in Section 5.1 of the Disclosure Schedule or (ii) otherwise contemplated by the terms of this Agreement, prior to the Closing, (x) the Company shall, and shall cause its Subsidiaries to, except as would not, individually or in the aggregate have a Material Adverse Effect, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable Laws and (y) each of the Company and its Subsidiaries shall not, without the prior consent of the Purchasers:
(a) take any action that would require the consent of the Investor Securityholders pursuant to Section 7.4 if effected following the Closing;
(b) take any action that would require the consent of the holders of the Convertible Preferred Stock if effected following the Closing (other than the filing of the Certificate of Designation with the Secretary of State of the State of Delaware at or prior to the Closing);
(c) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, or convertible into or exchangeable or exercisable for, any of its capital stock (other than dividends and distributions by a direct or indirect wholly-owned Subsidiary of the Company to its parent); (ii) adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or any of its other securities; (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any other Company Securities (other than repurchases of Common Stock pursuant to existing compensation, benefits, option, restricted share or employment agreement or plan existing on the date hereof); or (iv) take any action that would result in an adjustment of the conversion price under the Convertible Preferred Stock, the Notes or the Warrants had the Convertible Preferred Stock, the Notes or the Warrants, as the case may be, been outstanding at the time of such action;
(d) increase the number of Directors from seven (7) members or change the current and anticipated future structure of the Board;
(e) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Company Secu...
Interim Conduct of the Business. From today until the Closing, the Baan Sellers will continue to conduct the Business, and will cause each of the Subsidiaries to continue to conduct the Business, only in the ordinary and usual course, subject to Invensys Holdings' approval of certain transactions pursuant to Section 3.3. Without limiting the generality of the foregoing, insofar as the Business is concerned, and except as may be inconsistent with Baan's obligations under the Offer Agreement, any Ancillary Document (as defined in the Offer Agreement, this Purchase Agreement, the Interim Management Services Agreement (described in Section 3.5 below), or the Interim Loan Agreement (as described in Section 3.6 below), the Baan Sellers will use their best efforts to:
(A) Preserve substantially intact the Business' goodwill and the Baan Sellers' and the Subsidiaries' relationships with suppliers, customers, employees, creditors, and others having business dealings with the Business;
(B) Maintain in full force and effect its existing policies of insurance which materially affect the Business;
(C) Maintain all Intellectual Property to be included as part of the Acquired Assets in substantially the same standing as exist today and continue the prosecution of all applications therefor;
(D) Maintain all Business Records in the ordinary and usual manner on a basis consistent with past practice; and
(E) Continue performance in the ordinary course of its obligations under contracts, commitments, or other obligations to be included as part of the Acquired Assets.
Interim Conduct of the Business. The Sellers covenant to Buyers that, from the date hereof until the Closing, except as contemplated by this Agreement or as otherwise agreed by Buyers, they shall:
6.2.1 carry on the operation of the Business in the ordinary course consistent with past practice (including, without limitation, the payment of creditors and the making of capital expenditures in accordance with past practice); provided, however, that the Sellers shall not make capital expenditures in excess of $100,000 in the aggregate, without the prior written consent of Buyers;
6.2.2 use reasonable endeavours to preserve and retain the goodwill and organization, and the Business Intellectual Property and the Products of the Business and existing relationships with customers and suppliers, employees and other persons having business relations with the Business;
6.2.3 maintain all licenses, franchises, and permits that are currently held by any Seller;
6.2.4 maintain all property and equipment consistent with past practices;
6.2.5 manage, incur obligations in respect of, or settle Intra-Group Trading Accounts in the ordinary course, consistent with past practice;
6.2.6 use commercially reasonable efforts to make all insurance claims, if any, with respect to the Seller Group Policies prior to the Closing;
6.2.7 use reasonable best efforts to hold the shareholder meeting with respect to Marcam France as specified on Schedule 4.2;
6.2.8 not do, suffer or permit to be done or agree to do any of the following:
6.2.8.1 the disposal, reorganization, change or discontinuance of any material part of the Assets or the Business;
6.2.8.2 any entry into, modification or termination of any Material Contract or Intellectual Property Contract;
6.2.8.3 make any amendment to the organizational or charter documents of any Seller;
6.2.8.4 other than in the ordinary course consistent with past practice, enter into any transactions with Affiliates that would survive the Closing;
6.2.8.5 make any changes to management personnel;
6.2.8.6 any change to its accounting principles;
6.2.8.7 increase the compensation or fringe benefits of any Employee, officer or director, grant any severance, termination, retention or change in control payment, or enter into any agreement or arrangement with respect to the foregoing; enter into or amend any employment or consulting agreement with any Employee, officer or director; establish, materially amend, or increase benefits under, any employee benefits plan; pay or agree to pay any...
Interim Conduct of the Business. Seller and the Company hereby covenant to Buyer that, from today until the Closing, the Company will (i) conduct the Business only in the ordinary and usual course (it being understood and agreed that the Company and each Company Subsidiary will make reasonable efforts to ship products in accordance with (and to arrive via shipping methods normally used by the Company or such Company Subsidiary no sooner than) reasonably requested customer delivery dates), subject to Buyer's approval of certain transactions pursuant to Section 4.4., except as Buyer may otherwise approve (which approval shall not be unreasonably withheld) or as may otherwise be required or permitted under this Purchase Agreement, (ii) use its reasonable efforts to preserve the goodwill of customers and others having business relations with the Company or the Company Subsidiaries, (iii) maintain the properties of the Company and the Company Subsidiaries in substantially the same working order and condition as such properties are in as of today's date, reasonable wear and tear excepted, (iv) keep in force at no less than their present limits all existing policies of insurance or comparable replacements thereof insuring the Company, the Company Subsidiaries and their respective properties, and (v) promptly advise Buyer in writing of any matters arising or of which the Company becomes aware after today's date that, if existing or known on today's date, would be required to be set forth or described in this Purchase Agreement or the Schedules hereto.
Interim Conduct of the Business. Seller covenants to Buyer that, from the date hereof to the Closing, Seller will conduct the Business only in the ordinary and usual course as now being conducted.
Interim Conduct of the Business. Each Seller and Intelligent Systems each hereby covenants to IBS that, from the date of this Agreement until the Closing Date, unless otherwise consented to in writing by IBS, Sellers:
(a) will conduct the Business only in the ordinary and usual course and consistent with past practice; (b) will not make any decision or take any action having a potential Material Adverse Effect (and will promptly notify IBS of the impending decision or desired action); (c) will comply in all material respects with all laws; (d) will use commercially reasonable efforts to maintain the Assets in their present order and condition, reasonable wear and use excepted, and deliver the Assets to IBS on the Closing Date in such condition; (e) will pay all accounts payable under the Contracts and Leases in accordance with the terms of the applicable Contracts and Leases, except with respect to the IBS Agreement and that certain Professional Services Agreement #0817-2005 with CoreCard Software, Inc. (“CoreCard”) dated August 20, 2005 and Amendments thereto, providing for QA/Development resources in Romania (the “CoreCard Agreement”); (f) will use commercially reasonable efforts to preserve the goodwill with the customers and other parties to the Contracts and the Employees; (g) will not amend any Contract or Lease excepted as otherwise contemplated by this Agreement; (h) will maintain books and records of the Business and the Assets on a basis consistent with past practices and prepare and file all Tax Returns required to be filed by Sellers; (i) except as otherwise required by applicable law, will not increase the rate of compensation or the benefits payable to any Employee; (j) will not create any new Lien on any of the Assets and (k) will not transfer, sell or otherwise dispose of any Assets, including by way of dividend or distribution.
