Interim Operations of the Business. Seller shall use commercially reasonable efforts to procure that, and Seller covenants and agrees that, after the date hereof and prior to the Closing Date, except (i) as expressly provided in this Agreement, (ii) as set forth in the Disclosure Schedule or (iii) as may be agreed in writing by Purchaser or Purchaser's Subsidiary, which agreement shall not be unreasonably withheld or delayed:
Interim Operations of the Business. Sellers covenant and agree that, after the date of this Agreement and prior to the Closing, subject to the Bankruptcy Exceptions and except as (i) provided in Section 2.15 or set forth in Section 6.5 of the Disclosure Memorandum, (ii) expressly provided in or as a result of the consummation of this Agreement, (iii) provided in the DIP Financing Agreements, (iv) ordered by the Bankruptcy Court or (v) may be agreed in writing by Purchaser:
Interim Operations of the Business. From and after the date hereof, the Sellers shall conduct the Business and shall cause the Purchased Entities to conduct their respective businesses only in the ordinary course consistent with past practice and use their commercially reasonable efforts to preserve intact the Purchased Assets and the assets of the Purchased Entities (in each case, tangible and intangible), ordinary wear and tear excepted, including by applying any available insurance proceeds received directly and specifically with respect to such assets to replace or repair any such assets, business organizations and relationships with employees and third parties having material business dealings with the Business or the Purchased Entities. Without limiting the generality of the foregoing, except (w) as otherwise expressly required by this Agreement or the Ancillary Agreements (including transfers from the Purchased Entities to Honeywell or its Affiliates as contemplated by Section 2.2), (x) for actions approved in advance by Purchaser in writing (which approval shall not be unreasonably withheld, conditioned or delayed), (y) to the extent required to comply with applicable Law (in which case Purchaser shall nonetheless be notified in writing) and (z) as set forth on Section 6.1 of the Disclosure Schedule, from and after the date hereof, the Sellers shall not take any of the following actions with respect to the Business, and shall cause the Purchased Entities not to take any of the following actions:
Interim Operations of the Business. Subject to any obligations as a debtor or debtor-in-possession under the Bankruptcy Code, or order of the Bankruptcy Court or other court of competent jurisdiction, Seller shall use its reasonable best efforts to ensure that, and Seller covenants and agrees that, after the date hereof and prior to the Closing Date, except as (i) expressly provided in this Agreement, the Bankruptcy Code or Applicable Law, (ii) explicitly set forth in the operating plan submitted to Purchaser by Seller in connection with the Loan Agreement, or (iii) may be agreed in writing by Purchaser:
Interim Operations of the Business. Prior to the Closing, except as otherwise expressly provided herein Seller shall:
Interim Operations of the Business. (a) During the period from the Execution Date until the earlier of the Closing and the valid termination of this Agreement in accordance with its terms, except (i) as set forth in Section 5.1 of the Seller Disclosure Letter, (ii) as required or otherwise contemplated by this Agreement, (iii) as required by applicable Law, or (iv) as approved by Buyer in writing (such approval not to be unreasonably withheld, conditioned or delayed), Seller (A) shall (1) conduct the Business in the Ordinary Course in all material respects and (2) use its commercially reasonable efforts to the extent consistent with clause (1), to preserve the Business intact and maintain existing relations with Governmental Entities, customers, suppliers, distributors, creditors, lessors and employees, in each case in all material respects, and (B) shall not, in each case, solely to the extent in respect of the Business and the Transferred Assets:
Interim Operations of the Business. Loral Space, Loral Holdings and each of the Subsidiaries covenants and agrees that, after the date hereof and prior to the Closing, unless Globalstar shall otherwise approve in writing and except as otherwise expressly contemplated by this Agreement or as required by applicable laws or regulations, the Business shall be conducted in the ordinary and usual course and the Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with governmental authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Business. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Closing, except (A) as otherwise expressly required by this Agreement, (B) as Globalstar may approve in writing, (C) as Loral Space, at its sole discretion, may deem necessary or convenient to settle, pay or deal with existing liabilities of the Subsidiaries (including the Loral Liabilities and the Loral Tax Liabilities), so long as such settlements (i) are the financial responsibility of Loral Space pursuant to Section 12(a) hereof or otherwise and (ii) could not reasonably be expected to materially adversely affect the Assets or the operation of the Business following the Closing, or (D) as set forth in Section 7(a) of the Seller Disclosure Schedule, neither Loral Holdings nor any Subsidiary will, directly or indirectly, take any action described in Section 3(q) hereof. In addition, without limiting the generality of the foregoing, within five business days after the signing of this Agreement, LDG shall pay (or shall cause the Operating Subsidiary to pay) to Globalstar an amount (the “Satellite Service Fee Interim Payment”) equal to (x) all amounts then owed under the Satellite Services Agreement after giving effect to all and any discounts, rebates and deductions granted to LDG by Globalstar (which discounts, rebates and deductions shall be no less than those accorded by Globalstar to other independent gateway operators) less (y) US$500,000, and LDG shall thereafter pay (or cause the Operating Subsidiary to pay) to Globalstar all amounts owed under the Satellite Services Agreement as they come due after giving effect to all and any discounts, rebates and deductions granted to LDG by Globalstar (which discou...
Interim Operations of the Business. Seller hereby covenants and agrees that between the date hereof and the Closing Date:
Interim Operations of the Business. (a) During the period from the Execution Date until the Closing, except (u) as and to the extent set forth in Section 5.1 of the Parent Disclosure Letter, (v) as and to the extent otherwise required by this Agreement (including in connection with the Pre-Closing Reorganization), (w) as and to the extent required by a Governmental Entity or applicable Law (including COVID-19 Measures), (x) as approved by Purchaser in writing (such approval not to be unreasonably conditioned, withheld or delayed), (y) for purposes of clauses (1), (2) and (4) of this Section 5.1(a), in connection with any commercially reasonable action taken (or not taken) by Parent or any of its Subsidiaries in good faith to mitigate the risk to the Business of COVID-19 or the COVID-19 Measures (such action or omission, “COVID-19 Changes”) or (z) with respect to any Transferred Joint Venture, to the extent that, despite Parent or its applicable Affiliates promptly exercising their commercially reasonable efforts with respect to such Transferred Joint Venture to prevent such action, the controlling Person or group for such Transferred Joint Venture causes such Transferred Joint Venture to take the applicable action, Parent shall, and shall cause each of its Affiliates, to (1) use commercially reasonable efforts to conduct the Business in the Ordinary Course in all material respects, (2) use, to the extent consistent with clause (1), their respective commercially reasonable efforts to preserve the Business intact, maintain the Business as a going concern, and maintain existing relations with Governmental Entities and other third parties, including customers, suppliers, content providers, distributors, licensors, creditors, lessors, employees and business associates, and (3) not, and cause each of its Affiliates not to, in each case to the extent relating to a Transferred Asset, Assumed Liability, NewCo, any Transferred Subsidiary, any Transferred Joint Venture or otherwise relating to the Business:
Interim Operations of the Business. (a) Except (i) as required by applicable Law (including COVID-19 Measures and as may be ordered by the Bankruptcy Court), which order is not inconsistent with this Agreement, (ii) as otherwise expressly required by this Agreement or another Transaction Document, (iii) with the prior written consent of Buyer, not to be unreasonably withheld, conditioned, or delayed or as taken or caused by Buyer on behalf of Sellers under the Buyer Consulting Agreement, (iv) as set forth on Schedule 6.2 or (v) to the extent primarily related to any Excluded Assets or Excluded Liabilities (so long as any such action would not reasonably be expected to (1) prevent, materially impair or materially delay the consummation of the Transactions or (2) adversely affect the Business or the Transferred Assets), during the period from the date hereof to and through the Closing Date, Sellers shall (A) subject to the DIP Order, timely approve and pay all marketing expenditures that are reasonably requested by Buyer in accordance with the Budget, (B) use commercially reasonable efforts to conduct the Business in the Ordinary Course and maintain, preserve, and protect in all material respects the Transferred Assets in their current condition, ordinary wear and tear excepted, (C) use commercially reasonable efforts to preserve in all material respects the present business operations, organization and goodwill of the Business, and the present relationships with material customers and material suppliers of the Business, (D) use commercially reasonable efforts to maintain in all material respects their books, accounts and records in the Ordinary Course; and (E) use commercially reasonable efforts to (x) comply in all material respects with all applicable Laws respecting the Business or any Transferred Asset, (y) comply in all material respects with contractual obligations applicable to or binding upon them pursuant to any Closing Assumed Contract or Additional Assumed Contract and (z) maintain in full force and effect all Permits necessary for the conduct of the Business and comply with the terms of each such Permit.
