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:
(a) adopt any change in the respective certificates of incorporation or bylaws or other similar organization or governing documents of the Purchased Entities;
(b) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization of any of the Purchased Entities;
(c) (i) issue, sell, transfer, pledge, dispose of or encumber the Equity Interests or any shares of capital stock of the Purchased Entities, or (ii) grant any option, warrant or other right to purchase or obtain, or otherwise dispose of or encumber, any of the equity securities of the Purchased Entities;
(d) declare, set aside or pay any dividend or other distribution other than in each case for cash;
(e) enter into or consummate any transaction involving the acquisition of the business or stock (or, to the extent constituting a going concern business, assets or other properties) of any other Person (other than purchases of inventory and capital eq...
Interim Operations of the Business. (a) From the Execution Date until the earlier of the Closing and the termination of this Agreement in accordance with its terms, except (i) as set forth in Section 4.1(a) of the Seller Disclosure Letter, (ii) as otherwise required by this Agreement (including the Pre-Closing Reorganization), (iii) as required by an Order or applicable Law, or (iv) as approved by Buyers in writing (such approval not to be unreasonably withheld or delayed solely with respect to any actions that would have been required to be disclosed in Sections 4.1(a)(B)(i)-(vii) or (xi)-(xxiv) of the Seller Disclosure Letter), Sellers shall, and shall cause the Companies and their Affiliates (as applicable) to use commercially reasonable efforts to (A) (w) conduct the Business in the ordinary course of business consistent with past practice, (x) maintain and preserve the Business’s relationships and good will with customers, suppliers and others having business dealings with the Business, (y) not renew any Commingled Contracts that may be identified with any effect that would be inconsistent with Sellers’ obligations with respect thereto under Section 4.20(a), (z) maintain and operate the Owned Real Property and Transferred Assets in the ordinary course in all material respects, and (B) not, and shall cause each of its Affiliates not to, in each case with respect to the Business:
(i) adopt any change in either Company’s Organizational Documents or create any Subsidiary of a Company;
(ii) declare, set aside, make or pay a non-cash dividend on, or make any other non-cash distribution in respect of the equity interests of either Company (provided that any payment or prepayment (Vorabgewinnabführung / Vorabverlustausgleich) under and in accordance with the DPLTA shall be permitted, whether effected in cash or as non-cash payment);
(iii) merge or consolidate either Company with any other Person, or restructure, reorganize, dissolve or completely or partially liquidate either Company or adopt any plan of restructuring, reorganization, dissolution, liquidation or plan of merger, amalgamation or consolidation or otherwise enter into any agreements or arrangements imposing material changes or restrictions on either Company’s or the Business’s assets, operations or businesses;
(iv) (A) permit either Company or the Business to acquire any business or Person, by merger or consolidation, purchase of substantially all assets, properties, rights of, or equity or debt interests or by any other manner, in...
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.
(b) In furtherance of and not in limitation of Section 6.2(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 contemplated by this Agreement or another Transaction Document, (iii) with the prior written consent of Buyer, not to be...
Interim Operations of the Business. Except as provided in Schedule 6.2, the StarTrak Primary Members and StarTrak hereby covenant and agree that between the date hereof and the Closing Date, without the prior written consent of Alanco:
(a) StarTrak shall conduct its business diligently and in the ordinary course and in accordance with past practice, and use its best efforts to (i) preserve its business organization intact, and (ii) keep available the services of its present employees.
(b) StarTrak shall not mortgage or encumber any of its assets.
(c) Without the prior written consent of Alanco, StarTrak shall not enter into any new material contracts or agreements, or cancel, amend, modify adversely, waive any material rights under, assign, encumber or terminate any of the existing contracts or agreements.
(d) Without the prior written consent of Alanco, StarTrak shall not increase the compensation payable or to become payable to any employee, officer or director of StarTrak.
(e) StarTrak will not issue, sell or deliver, or authorize the issuance, sale or delivery of, any Units of any class or any securities convertible into or exercisable or exchangeable for any such Units, or any warrants, calls, options, stock appreciation rights or other rights calling for the issuance, sale or delivery of any such Units or convertible, exercisable or exchangeable securities.
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,
Interim Operations of the Business. The parties hereto acknowledge that the present intent of both parties is to continue to operate and to improve the value of the Business. For as long as each of Sellers continues to operate the Business prior to the Closing Date any services provided by Sellers to the Business or by the Business to Sellers shall be on terms mutually agreeable to Sellers and Purchaser.
Interim Operations of the Business. 16 Section 6.02 Access................................................................... 17 Section 6.03 Efforts and Actions to Cause Closing to Occur............................ 17 Section 6.04
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, Seller shall, in the context of the pending cases before the Bankruptcy Court, use commercially reasonable efforts to ensure that after the date hereof and prior to the Closing Date, except as expressly provided in this Agreement:
(a) Seller shall take all action reasonably required to (i) preserve and protect the Intellectual Property and (ii) maintain, preserve and protect all of the Assets in the condition in which they exist on the date hereof, except for ordinary wear and tear;
(b) Seller shall not modify, amend or terminate any of their leases or material contracts unless any such modification or amendment shall be to the benefit of Seller or waive, release or assign any material rights or claims to the extent included in the Assets, except in the ordinary course of business and consistent with Seller's past practice;
(c) Seller shall not enter into any material commitment or transaction (including, any capital expenditure) other than in the ordinary course of Business;
(d) Seller shall not lease, license, mortgage, pledge or encumber any Assets.
Interim Operations of the Business. Prior to the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall operate the Business in good faith in the ordinary course of business, using reasonable efforts to maintain and preserve intact the current Business and operations and to preserve the rights, goodwill and relationships of its employees, customers, lenders, vendors, and others having relationships with the Business.
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, the Sellers shall use their reasonable best efforts to ensure that, and the Sellers covenant and agree that, after the date hereof and prior to the Closing Date, except (i) as expressly provided in this Agreement, the Bankruptcy Code, Applicable Law or any contract to which the Sellers are bound, (ii) as disclosed in the Seller Disclosure Schedule, (iii) with the prior written consent of the Purchaser, or (iv) as otherwise approved by the Bankruptcy Court:
(a) the Business shall be conducted substantially in the same manner as heretofore conducted and only in the ordinary course;
