Interim Operation of Business Sample Clauses

Interim Operation of Business. The Seller covenants and agrees that from the date hereof to the Closing Date it shall: 16.1. Conduct its business only in the ordinary course and incur no liabilities, direct or contingent, except in the ordinary course of business consistent with past practices; 16.2. Use its commercially reasonable efforts to preserve its business intact, keeping available the services of the present officers and employees thereof and preserving the relationships thereof with suppliers, customers and others with whom the Seller has business dealings; 16.3. Maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted, and maintain in full force and effect all licenses, franchises, and other intangible assets owned by the Seller; 16.4. Maintain in full force and effect all policies of insurance in effect on the date hereof and renewals thereof; 16.5. Maintain its books of account and records in the usual, regular and ordinary manner, in accordance with GAAP; 16.6. Timely file all reports required to be filed with governmental authorities and conform in all material respects to all laws, regulations and orders relating to its business; 16.7. Except as required under employment agreements in force on March 31, 1997, not pay or commit to pay any salary increases, not make or commit to make any distribution of assets, not make or commit to make any loans or otherwise dispose of its assets except in the ordinary course of business consistent with past practices; 16.8. Not execute any purchase orders in excess of $25,000 without the consent of Xxxx; 16.9. Promptly advise the Purchaser in writing of any material adverse change, known or threatened, in the financial condition, business or affairs of the Seller; and 16.10. Not make any purchases inconsistent with past practices as to type or quantity of merchandise. Nothing in this Agreement shall be deemed to prevent Seller from paying expenses and incurring capital expenditures either (1) to develop the Santa Xxxxxx facility, if such items are consented to by Xxxx, or (2) to purchase equipment from March 31, 1997 to the Closing in the ordinary course of its business in the aggregate amount not to exceed $25,000.
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Interim Operation of Business. From the date of this Agreement through the Closing Date, Sellers shall use commercially reasonable efforts to: (i) cause the Business to be conducted in the ordinary course of business, consistent with past practices, regular customer service and business policies; (ii) maintain business and accounting records of the Business in accordance with applicable Laws and in substantially the same manner as presently maintained; (iii) comply in all material respects with all Laws affecting the operation of the Business, the Transferred Assets and the Assumed Obligations, and pay Taxes of the Business that become due and payable in the ordinary course; and (iv) preserve intact the Transferred Assets, the business organization and goodwill of the Business and the relationships of the Business with its customers, distributors, suppliers and employees; provided, however, that in the event Sellers desire to conduct the Business in a manner inconsistent with the foregoing, they may do so with the prior written consent of Buyers (which consent shall not be unreasonably withheld). In addition to the foregoing, except as otherwise required by this Agreement, Sellers will not, and will cause their affiliates not to, do or permit to occur any of the following with respect to the Business, the Transferred Assets or the Assumed Obligations without the prior written consent of Buyers (which consent shall not be unreasonably withheld): (a) sell, assign, transfer, lease, license, sub-license, abandon, mortgage, encumber or otherwise dispose of (or permit to lapse, expire or become abandoned) any Transferred Assets including assets which are subject to the Cross License Agreement, except for dispositions of immaterial or obsolete assets and sales of inventory, in each case, in the ordinary course of business consistent with past practice; (b) incur or assume any obligations or liabilities (fixed or contingent) relating to the Business or the Transferred Assets, including the incurrence of indebtedness, guarantees or the making of any loans, advances or capital contributions to, or investments in, any other person, except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice or those that will not be Assumed Obligations; (c) fail to pay or satisfy any material liabilities or obligation relating to the Transferred Assets or Assumed Obligations, or alter in any material respect conduct, practices or policies relating ...
Sample 1
Interim Operation of Business. Buyer and Seller will continue to operate the business of IPS in the same manner the business has been conducted through the date of closing. All sales and accounts receivable will be directed to the Baxley plant account and all payables directly attributable to its operations will be paid from said account. No income or other funds will be credited to any inter-company expenses or loans, which accounts with any current balances will terminate as of closing.
Sample 1
Interim Operation of Business. In the period from January 1, 1997 until the Closing Date, Buyer has designated Jerry Kruszka as its representative to manage and monitor the Asxxxx. Xxxxx Xruszka will be considered the General Manager of the busixxxx, xxxxxxx to the control and supervision of Mr. Arthur W. Johnson, the authorized representative of Sellers, xxx xxxx xxxxxx to Mr. Johnson. Buyer, through Mr. Kruszka, and subject to the contxxx xxx xxxervision of Mr. Jxxxxxx, xxxll have the right to (i) make personnel decisionx, xxxxxxxxally including hiring at least two new sales representatives; (ii) review and approve all municipal, association and other residential bids or proposals; (iii) review and approve all routing decisions; (iv) review and approve commercial sales efforts and pricing; and (v) manage all administrative and support services provided at the Tanner Road and Channelview facilities. Buyer shall not without xxx xxior written consent of Sellers authorize any capital purchases of containers or equipment, or any other capital expenditures, during interim operations unless such purchase is made at Buyer's expense. All compensation, benefits and other costs and expenses in respect of Mr. Kruszka will be borne by Buyer, and Buyer shall hold Sellers xxxxxxxx xn respect thereof.
Sample 1
Interim Operation of Business. During the period between the Effective Date and the Closing Date, Purchaser shall manage and operate Seller's business concerning the Assets (the "Business"), including, without limitation, performing, satisfying and discharging all obligations of Seller pursuant to the agreements set forth on Schedule 1.5(b) and perform and fulfill all regulatory (including FDA other than the matters set forth in the FDA Letters) obligations associated with the development, manufacture, marketing and use of the SofPulse, in all cases as and when the same shall be required to be performed, satisfied, discharged or fulfilled, as the case may be. To enable Purchaser to manage and operate the Business, promptly after the Effective Date, Seller shall deliver to Purchaser (at the sole cost and expense of Seller) the Seller Devices, the Parts, the Equipment, the Racks and such other of the Assets as are necessary to manage and operate the Business. In consideration of such management and operation of the Business by Purchaser, Purchaser shall be entitled to retain all rental and sales revenues generated by the Assets with respect to the period commencing on the Effective Date and terminating on the Closing Date or such earlier date as is provided in the following sentence ("Revenues"). If this Agreement is terminated pursuant to Article 8, (i) Purchaser's right to manage and operate the Business shall terminate concurrently with the termination of this Agreement, (ii) Purchaser shall deliver to Seller any of the Assets still in its possession or subject to its control that had been delivered to Purchaser, (iii) Purchaser shall deliver to Seller the excess of Revenues over Purchaser's out-of-pocket expenses actually incurred in operating the Business (and shall promptly deliver to Seller any Revenues subsequently received by Purchaser), and (iv) Seller shall deliver to Purchaser any Cash Payments paid to Seller by Purchaser; provided, however, that if such termination is pursuant to Section 8.2 and is due to the nonsatisfaction of the conditions set forth in Section 6.2(a), (d) or (e). Purchaser shall be entitled to retain all Revenues received by Purchaser with respect to its operation of the Business during the period from the Effective Date through such termination date. Notwithstanding anything herein to the contrary, Purchaser shall be entitled to set off against its obligation to deliver any Assets or monies to Seller any Cash Payment not delivered to Purchaser as required...
Sample 1
Interim Operation of Business. From and after the date hereof until the Closing, Seller will operate the PRENATE Business only in the ordinary course and in substantially the same manner as it has heretofore operated such business (except as otherwise contemplated by this Agreement), and, without limiting the generality of the foregoing, Seller shall not (except with the prior written consent of Purchaser): (a) institute any price change with respect to the sale of PRENATE Products or accept a price increase from any manufacturer or supplier; (b) authorize Seller's sales representatives to promote the PRENATE Products in any manner other than the ordinary course; (c) launch PRENATE GT; provided, if the Closing shall not have occurred by October 31, 2001 (through no fault or delay by Seller), Seller may launch the PRENATE GT line after October 31, 2001; (d) materially amend, modify, or terminate any material contract relating to the PRENATE Business; (e) make any material changes in its methods or business operations related to the PRENATE Business; or (f) enter any discussions or negotiations, directly or indirectly, with any third parties for the sale of the PRENATE Business or the Acquired Assets (except for sales of Inventory in the ordinary course).
Sample 1
Interim Operation of Business. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article IX, except as otherwise consented to in writing by Seller and Company in their sole discretion, as contemplated, permitted or required by this Agreement, or as required by applicable Law, Seller and Seller’s Parent (pursuant to its rights under section 2(i) of the Company Management Agreement) and Company shall (i) subject to Section 7.01(b) and Section 7.01(c), exercise their respective rights under the Company Management Agreement, Letter of Understanding and the Charter Documents of Company in the ordinary course of business consistent with past practice, and (ii) shall use commercially reasonable efforts to conduct the business of Company and its subsidiaries in the ordinary course of business consistent with past practice, and with respect to the business of the Company, within the applicable approved budget, and use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of Company and its subsidiaries and to preserve the rights, franchises, goodwill and relationships of the employees, customers, lenders, suppliers and regulators of, and others having business relationships with, Company or any of its subsidiaries. (b) Notwithstanding Section 7.01(a), if Seller has provided a Seller Extension Notice pursuant to Section 3.01(b), then from and after the date on which all of the conditions set forth in Article VIII are then satisfied or have been waived by the appropriate Party (other than those conditions that, by their terms, cannot be satisfied until the Closing) until the Closing Date, and provided that this Agreement is not terminated pursuant to Article IX, Seller hereby irrevocably, knowingly and voluntarily waives: (i) its right to terminate the employment of a Principal (as defined in the Company Management Agreement) under section 2(b) of the Company Management Agreement; and (ii) its right to make an Option Exercise (as defined in the Company Management Agreement) or otherwise participate in any purchase transaction under section 6 of the Company Management Agreement. (c) Notwithstanding Section 7.01(a), if Seller has provided a Seller Extension Notice pursuant to Section 3.01(b), then from and after the date on which all of the conditions set forth in Article VIII are then satisfied or have been waived by the appropriate Party (other than those conditions that, b...
Sample 1
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Interim Operation of Business 
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Related to Interim Operation of Business

  • Operation of Business (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and shall cause each Consolidated Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed): (i) issue or sell any stock or other securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities; (ii) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) create, incur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, except accounts payable arising in the Ordinary Course of Business; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; (iv) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate; (vi) mortgage or pledge any of its property or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances); (vii) amend its charter, bylaws, certificate of formation, limited liability company agreement or other organizational documents; (viii) change the flag or registry of a Vessel; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xi) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business; (xii) make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii); (xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the Ordinary Course of Business; or (xiv) agree in writing or otherwise to take any of the foregoing actions. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Notwithstanding anything to the contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Buyer (such businesses referred to herein as the “Competing Trades”). Nothing in this Agreement is intended to restrict the Company, the Consolidated Subsidiaries or the Buyer and its subsidiaries from continuing to engage in business in competition with each other.

  • Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Management and Operation of Business Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

  • Cessation of Business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

  • Interim Operations Except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement or (z) set forth in Section 6.1 of the Company Disclosure Letter, the Company Parties covenant and agree that, from and after the execution and delivery of this Agreement and prior to the Company Merger Effective Time, except with the prior written consent of Parent (which consent is not to be unreasonably withheld, conditioned or delayed), each of the Company Parties shall, and shall cause their Subsidiaries to, conduct their business in the ordinary course and shall, and shall cause their Subsidiaries to, use their respective commercially reasonable efforts to (1) preserve their business organizations intact and (2) maintain existing relations and goodwill with Governmental Entities and customers, suppliers, employees and business associates. (a) Without limiting the generality of the foregoing and in furtherance thereof, from and after the execution and delivery of this Agreement until the Company Merger Effective Time, except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement, or (z) as set forth in the relevant subsection of Section 6.1 of the Company Disclosure Letter (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections such action shall be expressly permitted under the first sentence of Section 6.1), except with the prior written consent of Parent (which consent not to be unreasonably withheld, conditioned or delayed), none of the Company Parties will and the Company Parties will not permit any of their Subsidiaries to: (i) adopt any change in the Company's certificate of incorporation or bylaws or DPA's limited liability company agreement, or adopt any material change in the applicable governing instruments of any of their Subsidiaries; (ii) merge or consolidate with any other Person or restructure, reorganize or completely or partially liquidate, except for (A) the Mergers or (B) any such transaction between wholly owned Subsidiaries of the Company Parties, or between any wholly owned Subsidiary of the Company Parties and the Company Parties, unless reasonably objected to by Parent following consultation; (iii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) (x) any corporation, partnership or other business organization or (y) any assets from any other Person (excluding ordinary course purchases of goods, products and off-the-shelf Intellectual Property), except, following reasonable advanced consultation with Parent, where the consideration in such transaction is not in excess of $2,000,000 individually or $5,000,000 in the aggregate; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of its capital stock or equity interests or the capital stock or equity interests of any of its Subsidiaries (other than (A) the issuance of Class A Shares upon the exercise of Company Options and settlement of Company RSAs and Director RSAs in accordance with the Stock Plan, in each case that are outstanding as of the date hereof or that are issued after the date hereof in compliance with this Agreement, (B) the issuance of Class A Shares pursuant to that certain Exchange Agreement dated as of October 3, 2007, as amended through the date hereof, by and among the Company Parties and certain unitholders of DPA (the “Exchange Agreement”), (C) between wholly owned Subsidiaries of the Company Parties or between a wholly owned Subsidiary of the Company Parties and a Company Party), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, stock units, stock awards, warrants or other rights of any kind to acquire any shares of such capital stock, equity interests, convertible or exchangeable securities; (v) make any loans, advances or capital contributions to or investments in any Person (other than the Company Parties or any direct or indirect wholly owned Subsidiary of the Company Parties) other than in the ordinary course of business consistent with past practice (including business expense advances to employees) in amounts not in excess of $750,000; (vi) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or equity interests (except for (A) regular quarterly cash dividends at a rate not in excess of $0.09 per Class A Share and $0.09 per New Class A Unit, with record dates and payment dates consistent with the prior year, (B) tax distributions not in excess of those provided for pursuant to Section 4.4 of the limited liability company agreement of DPA or (C) dividends paid by any direct or indirect wholly owned Subsidiary to the Company Parties or to any other direct or indirect wholly owned Subsidiary) or enter into any agreement with respect to the voting of its capital stock; (vii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or equity interests (other than the acquisition in the ordinary course of business consistent with past practice of any Class A Shares tendered by current or former Service Providers in connection with the cashless exercise of Company Options or in order to pay Taxes in connection with the exercise of Company Options or the vesting of Company RSAs and Director RSAs or in connection with any obligation under the Exchange Agreement); (viii) incur any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a wholly owned Subsidiary of the Company Parties), or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company Parties or any of their Subsidiaries, in each case other than (A) in the ordinary course of business consistent with past practice with a face value or principal amount not in excess of $2,500,000 in the aggregate, or (B) in the ordinary course under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof so long as the total Indebtedness incurred under all such letters of credit, lines of credit or credit facilities does not exceed $50,000,000 in the aggregate; (ix) make or authorize any capital expenditures in excess of $500,000 individually or $1,500,000 in the aggregate, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with the 2013 capital expenditure budget of the Company Parties and their Subsidiaries in effect on the date of this Agreement (a copy of which has been previously provided to Parent); (x) make any material changes with respect to any method of Tax or financial accounting policies or procedures, except as required by changes in GAAP or by a Governmental Entity; (xi) compromise, settle or agree to settle any claims (A) involving amounts in excess of $250,000 individually or $1,000,000 in the aggregate, except to the extent reflected or reserved against in the Company's consolidated balance sheet as of September 30, 2012 included in the Company Reports in respect of the claim being settled or (B) that would impose any material non-monetary obligations on the Company Parties or their Subsidiaries or Affiliates that would continue after the Company Merger Effective Time; (xii) make any material Tax election, file any material amended Tax Return, settle or compromise any material Tax liability, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xiii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire, xxxxx x Xxxx (other than a Permitted Lien) on or otherwise dispose of any assets, properties or rights of the Company Parties or their Subsidiaries, including capital stock of any of their Subsidiaries that are material to the Company Parties and their Subsidiaries, taken as a whole, except (A) in the ordinary course of business consistent with past practice or (B) Liens granted in connection with any indebtedness permitted under this Section 6.1; (xiv) except as required under applicable Law or the terms of any Benefit Plan in effect as of the date hereof (A) grant, provide or increase (or commit to grant, provide or increase) any severance or termination payments or benefits to any current or former Service Provider who is or was an executive officer, a director or other Service Provider earning annual compensation (base salary and incentive opportunities) in excess of $750,000 (any such Service Provider, a “Material Service Provider”), grant or provide for (or commit to grant or provide for) any severance or termination payments or benefits to any other current or former Service Provider other than in the ordinary course of business consistent with past practice or increase (or commit to increase) any severance or termination payments or benefits; (B) increase in any manner the compensation or benefits of any current or former Service Provider, except (x) for increases in base salary in the ordinary course where the aggregate increase does not exceed 4.5% percent of the aggregate annualized salaries in 2012 and (y) the payment of bonuses for the 2012 performance year in the ordinary course of business and, with respect to Material Service Providers consistent with past practice, and otherwise in the aggregate consistent with past practice, and not in excess of the amounts set forth in Section 6.1(a)(xiv) of the Company Disclosure Letter; (D) become a party to, establish, adopt, terminate, materially amend (or commit to become a party to, establish, adopt, terminate, or materially amend) any Benefit Plan or arrangement that would have been a Benefit Plan if in effect on the date hereof (other than routine changes to welfare plans) or accelerate the vesting of, or lapse of restrictions on, any compensation for the benefit of any current or former Material Service Provider; (E) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Benefit Plan; or (F) terminate the employment or services of any Material Service Provider other than for cause, or hire any Person that would reasonably be expected to be a Material Service Provider; (xv) abandon, convey title (in whole or in part), exclusively license or grant any right or other licenses to material Intellectual Property owned or exclusively licensed to the Company Parties or any of their Subsidiaries, or enter into licenses or agreements that impose material restrictions upon the Company Parties or any of their Subsidiaries with respect to its or their use of material Intellectual Property owned by any third party, in each case other than in the ordinary course of business consistent with past practice; (A) except in the ordinary course of business consistent with past practice, (1) modify or amend, or voluntarily or prematurely terminate, any Material Contract (other than extensions at the end of term that do not materially modify or amend the terms of such Contract or modifications or amendments to reflect actual services performed), (2) enter into any successor agreement to an expiring Material Contract that materially modifies or amends the terms of such expiring Material Contract or (3) enter into any new agreement that would have been considered a Material Contract if it were entered into at or prior to the date hereof other than any such Contracts that may be cancelled, terminated or withdrawn without material liability to the Company Parties or their Subsidiaries upon notice of 90 days or less or (B) enter into any new agreement that would have been considered a Material Contract pursuant to clause (B), (I), (O) or (Q) of Section 5.1(q) if it were entered into at or prior to the date hereof; (xvii) fail to maintain in full force and effect material insurance policies covering the Company Parties and their Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practice; or (xviii) agree, authorize or commit to do any of the foregoing. (b) Each of the Buyer Parties agrees that, from and after the execution and delivery of this Agreement and until the Company Merger Effective Time, it shall not consummate or agree to consummate any purchase or other acquisition of any assets, licenses, operations, rights or businesses (other than as expressly contemplated by this Agreement) that, individually or in the aggregate with any other such purchase or acquisition, is reasonably likely to (i) prevent or materially delay from obtaining any consents, registrations, approvals, permits or authorizations required to be obtained from any Governmental Entity in connection with the consummation of the Mergers and the other transactions contemplated hereby, (ii) result in the imposition of a condition or conditions on any such consents, registrations, approvals, permits or authorizations, or (iii) otherwise prevent or materially delay any party hereto from performing its obligations hereunder or consummating the Mergers and the other transactions contemplated hereby. (c) Nothing contained in this Agreement is intended to give any Buyer Party, directly or indirectly, the right to control or direct the Company Parties' or their Subsidiaries' operations prior to the Company Merger Effective Time, and nothing contained in this Agreement is intended to give the Company Parties or their Subsidiaries, directly or indirectly, the right to control or direct the Buyer Parties' operations. Prior to the Company Merger Effective Time, each of the Buyer Parties and the Company Parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations. (d) Unless otherwise agreed by the parties hereto, following the date hereof and prior to the Closing Date, the Company shall use commercially reasonable efforts to make available to Parent: (i) an estimate of the amounts potentially payable to each Service Provider under any Benefit Plan in connection with the execution and delivery of this Agreement, the adoption of this Agreement by holders of shares constituting the Company Requisite Vote or the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, including as a result of a termination of employment or service), including the amount of any “excess parachute payments” within the meaning of Section 280G of the Code and any excise tax gross-up that could become payable under any Benefit Plans; (ii) complete and correct copies of each Lease; and (iii) true and complete current copies of all material Benefit Plans and, where applicable, (A) the most recently prepared actuarial report or financial statement with respect thereto, (B) the most recent summary plan description, and all material modifications thereto with respect thereto, (C) the most recent annual report (Form 5500 Series) and accompanying schedule with respect thereto, (D) the most recent determination letter with respect thereto, (E) copies of any material written correspondence with a Governmental Entity with respect thereto and (F) any related funding arrangements with respect thereto.

  • CONTINUITY OF OPERATION Section 1: No Strikes, Work Stoppages or Lockouts

  • Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.

  • Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Continuity of Business Enterprise Except as set forth on Schedule 3.4, and except as contemplated by this Agreement, there has not been any sale, distribution or spin-off of significant assets of the Company or any of its Affiliates other than in the ordinary course of business within the two (2) year period preceding the date of this Agreement.

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