Operation and Preservation of Business. The Shareholders shall not cause or permit the Company to engage in any practice, take any action or enter into any transaction outside the ordinary course of its business consistent with past practice; provided, however, that in no event shall any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of any Shareholder. The Shareholders shall cause the Company to keep its business and properties, including its current operations, physical facilities, working conditions and relationships with customers, service providers, Sub-Agents, lessors, licensors and employees, intact.
Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, Seller will not, and Equityholders will cause Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, Seller will not, and Equityholders will cause Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of Seller and Equityholders contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, Seller will conduct, and Equityholders will cause Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and its assets and properties, including Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Without limiting the generality of the foregoing, during the Interim Period, Seller will not, and Equityholders will cause Seller not to, without the prior written consent of Buyer, take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of Seller other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Busi...
Operation and Preservation of Business. The Seller will not, and the Shareholders will not cause or permit the Seller to, engage in any practice, take any action or enter into any transaction outside its ordinary course of business; provided, however, that in no event will any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of the Seller or any Shareholder. The Seller will, and the Shareholders will cause the Seller to, keep its business and properties, including its current operations, physical facilities, working conditions, and relationships with customers, suppliers, lessors, licensors and employees, intact and, in connection therewith, to continue to purchase new or used equipment necessary to maintain its rental/lease inventory at the level specified in Section 3.1(e)(x).
Operation and Preservation of Business. (i) Each of Hosting and Networks shall operate its Hosting Business in the Ordinary Course of Business consistent with prudent business practices and in compliance with applicable Laws, and to the extent consistent therewith so as to preserve the current value and integrity of the Hosting Business of Hosting and the Acquired Assets, maintain insurance on the Acquired Assets (in amounts and types consistent with past practice), and use its reasonable best efforts to preserve the goodwill and organization of the Hosting Business of Hosting and its relationships with customers, suppliers and others having business dealings with it. Neither Hosting nor Networks will engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business of their respective Hosting Businesses.
Operation and Preservation of Business. Sellers will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business in connection with the Business. Sellers will keep their respective business and properties related to the Business substantially intact, including the present operations, physical facilities, working conditions and relationships with suppliers, customers and employees related thereto.
Operation and Preservation of Business. The Shareholders will not cause or permit the Company to engage in any practice, take any action or enter into any transaction outside its ordinary course of business; provided, however, that in no event will any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of any Shareholder. The Shareholders will cause the Company to keep its business and properties, including its current operations, physical facilities, working conditions and relationships with customers, suppliers, lessors, licensors and employees, intact and, in connection therewith, to continue to purchase new or used equipment necessary to maintain its rental/lease inventory at the level specified in Section 3.1(e)(x).
Operation and Preservation of Business. (a) Except as otherwise expressly provided in this Agreement or with the prior written consent of PDI, [***] will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course. Without limiting the generality of the foregoing, [***] will not (i) engage in any practice, take any action, or enter into any transaction or agreement of the sort described in Section 7.9 of Exhibit B, and (ii) fail to comply in all material respects with all Applicable Laws.
Operation and Preservation of Business. WEIC will continue to operate the WEIC Business, including its present operations, working conditions, and relationships with, licensors, suppliers, customers, and employees subject to the terms of §3.7 above. Further, WEIC will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, WEIC will not (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock; or, (ii) pay any amount to any third party with respect to any liability or obligation including any costs and expenses WEIC has incurred or may incur in connection with this Agreement and the transactions contemplated hereby that would not constitute an Assumed Liability if in existence as of the Closing.
Operation and Preservation of Business. Each Seller shall carry on -------------------------------------- its business in the ordinary course in substantially the same manner as heretofore conducted during the prior six-month period; provided, however, that -------- ------- no Seller shall be required to maintain, repair, replace, or otherwise incur expenses in connection with the Mesa Assets, the ZP-I Assets or the ZP-II Assets; provided further, one or more representatives of the Buyer shall be -------- ------- entitled to be present on the premises of the Project from and after the date hereof, and at the reasonable request of any such representative, the Sellers shall cause one or more of the Mesa Assets, ZP-I Assets or ZP-II Assets identified by such representatives to be disabled for the purpose of minimizing damage thereto. The Sellers shall be entitled to rely on the written or verbal instructions of each such representative and shall have no liability to the Buyer, Merger Sub or the Surviving Corporation with respect to any acts or omissions in reliance on such instructions. Without the prior written consent of the Buyer, no Seller shall engage in any practice, take any action, or enter into any transaction outside the ordinary course of business that involves any of the assets or liabilities of PAMC, the Mesa Assets, the ZP-I Assets, or the ZP-II Assets, except as set forth in Section 3.5 of the Disclosure Letter or ------------------------------------ otherwise contemplated herein. Each Seller shall maintain its existing relationships with the BLM and Edison with respect to the Projects and shall comply with the terms of the BLM Rights of Way, Power Purchase Agreement and Interconnection Agreement, all Laws applicable to the Projects, and the PAMC Authorizations.
Operation and Preservation of Business. Seller will use commercially reasonable efforts to conduct, and the Equityholders will cause Seller to use, and the Seller and the Equityholders will cause the NFP to use, commercially reasonably efforts to conduct, the Business in the Ordinary Course of Business in all material respects, and will use commercially reasonable efforts keep the Business and its assets and properties, including Seller’s present operations, licenses, physical facilities, insurance policies and goodwill with lessors, licensors, suppliers, customers and other business material relations substantially intact. Without limiting the generality of the foregoing, Seller will not, and the Equityholders will cause Seller not to, and the Seller and the Equityholders will cause the NFP not to, without the prior written consent of Purchaser, take any of the following actions:
