Operating in Ordinary Course Sample Clauses

Operating in Ordinary Course. The Selling Parties covenant that between the date hereof and the Closing Date, the Selling Parties will (A) operate the Business in a manner consistent with prior practice; (B) maintain the books of account and records in a manner consistent with prior practice; (C) use all commercially reasonable efforts to preserve intact the Business; (D) maintain the quality and condition of the Real Property and Tangible Personal Property in the same or better quality and condition as they are as of the date hereof; (E) keep available the services of the Business and preserve their relationships with suppliers and others having business dealings with them; (F) perform all obligations of such Selling Party under all Leases, Approvals, Contracts, Hotel Management Agreements and Existing License Agreements; (G) maintain the inventories of FF&E, Supplies, F&B and Retail Merchandise at levels maintained in the ordinary course of business; (H) use commercially reasonable efforts to maintain staffing at the Hotels at levels maintained in the ordinary course of business; (I) perform maintenance and repairs for the Property and Tangible Personal Property in the ordinary course of business; and (J) maintain insurance coverages consistent with Purchaser’s policies for its owned hotels. LodgeWorks will continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Properties, in a manner consistent with prior practice.
Sample 1Sample 2Sample 3
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Operating in Ordinary Course. During the period from May 24, 2004 through the Initial Borrowing Date, the Borrower and its subsidiaries shall have been operated in the ordinary course (recognizing that certain changes in the way the Borrower and its subsidiaries operate may be required as a result of operating in a Chapter 11 proceeding) and there shall not have been sold any material assets of the Borrower and its subsidiaries other than in the ordinary course and consistent with past practice or as otherwise approved by the Administrative Agent and the Required Lenders.
Sample 1
Operating in Ordinary Course. Between the Effective Date and the Closing Date, Seller will (i) operate the Hotels in a manner consistent with prior practice; (ii) maintain the books of account and records in a manner consistent with prior practice; (iii) use all commercially reasonable efforts to preserve intact the business being conducted at the Hotels; (iv) maintain the quality and condition of the Real Property and Personal Property in the same or better quality and condition as they are as of the Effective Date; (v) keep available the services of the Hotel and preserve their relationships with suppliers and others having business dealings with them; (vi) perform all obligations of Seller under all Leases, Contracts, and Hotel Management Agreements; (vii) maintain the inventories of FF&E, Supplies, F&B and Retail Merchandise at levels maintained in the ordinary course of business at each of the Hotels; (viii) use commercially reasonable efforts to maintain staffing at each Hotel at levels maintained in the ordinary course of business at each such Hotel; (ix) perform maintenance and repairs for the Property and Personal Property in the ordinary course of business, so that the Property shall, except for ordinary wear and tear, be in substantially the same condition on the Closing Date as on the Contract Date; and (x) maintain insurance coverages consistent with Seller’s policies in existence as of the Effective Date. Seller will continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Hotels, in a manner consistent with prior practice.
Sample 1
Operating in Ordinary Course. Seller shall have operated the Business since August 20. 1997 in its normal and customary manner and shall not have made any changes in the policies or methods of operations without Buyer's prior written consent. There shall not have been any transfers of any assets of Seller subsequent to August 20, 1997, without Buyer's prior written consent.
Sample 1
Operating in Ordinary Course. Sellers covenant that between the date hereof and the Closing Date, Sellers shall and shall cause the Manager to (i) operate the Properties only in the usual, regular and ordinary manner consistent with Sellers’ prior practice, (ii) maintain the books of account and records in the usual, regular and ordinary manner, in accordance with Sellers’ accounting system, (iii) use all commercially reasonable efforts to preserve intact the present business organization, (iv) maintain the quality and condition of the Improvements and Tangible Personal Property in the same or better quality and condition as they are as of the date hereof, and (v) keep available the services of the present Manager and preserve their relationships with suppliers and others having business dealings with them. Sellers shall continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Properties in generally the same manner as Sellers did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, Sellers shall not take any action or fail to take action the result of which would be to encourage any employees of Manager to terminate their employment prior to Closing or otherwise have a Property Material Adverse Effect or Portfolio Material Adverse Effect. Sellers may terminate or modify existing Operating Agreements and room agreements and enter into new Operating Agreements and room agreements on commercially reasonable terms only with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such consent shall be required in the case of an Operating Agreement or room agreement which is terminable without penalty on not more than thirty (30) days notice. If Purchaser fails to respond to a written request for consent within seven (7) days after receipt of such request, such consent shall be deemed given. Sellers shall provide Purchaser with copies of any such terminations and modifications, and new Operating Agreements and room agreements promptly after the execution thereof. Except in the ordinary course of business, Sellers shall not transfer to any third party or remove any FF&E from the Hotels after the date hereof, except for repair or replacement thereof with items of substantially similar quality. Sellers will not take any action which will adversely affect titl...
Sample 1

Related to Operating in Ordinary Course

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Conduct of Business in Ordinary Course INT'X.xxx will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'X.xxx will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'X.xxx. The foregoing notwithstanding, INT'X.xxx will not: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'X.xxx; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'X.xxx; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'X.xxx; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'X.xxx in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'X.xxx's business PROVIDED THAT INT'X.xxx consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'X.xxx's products or services in a manner adverse to INT'X.xxx; (g) accelerate the vesting or otherwise modify any INT'X.xxx Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated hereby; (h) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (i) agree in writing or otherwise to take any of the foregoing actions.

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Past Practices Any and all agreements, written and verbal, previously entered into between the parties hereto are mutually cancelled and superseded by this Agreement. Unless specifically provided herein to the contrary, past practices shall not be binding on the Employer.

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Past Practice The parties agree that all past practices and other understandings between the parties not expressly memorialized and incorporated into this Agreement shall no longer be enforceable.

  • Payables Pay when due in accordance with past practices all of its accounts payables and trade obligations;

  • Regular Course of Business (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company. (b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI: (i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it; (ii) 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, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or (iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock. (c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorney's fees and other expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereunder, (ii) the broker's fee described in Section 2.32 hereof, (iii) the bonus payments and marketing fees described on Schedule 216 hereto to the extent that such fees are incurred in the ordinary course of business.

  • Businesses Borrower is presently engaged directly or through its Subsidiaries in the business of oil and gas acquisition, exploration, development and production.

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