Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each 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, no Seller will, and each Equityholder will cause each 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 any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s assets and properties, including such 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. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), 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 any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above...
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. The Seller will not, and 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 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. Without the prior -------------------------------------- written consent of Buyer, Seller will not cause or permit the Company or MTN to: (i) incur or permit any liability other than a Permitted Liability other than in the Ordinary Course of Business; (ii) dispose of any assets other than in the Ordinary Course of Business; (iii) engage in any other practice, or take any other action, outside its Ordinary Course of Business; (iv) make any payment or transfer to or for the benefit of Seller outside the Ordinary Course of Business; (v) make any dividend payments to Seller with respect to the Shares; (vi) repay any Intercompany Indebtedness in such a manner as would result in the Intercompany Indebtedness as of the Closing being reduced below the Intercompany Indebtedness amount existing as of the Balance Sheet Date; (vii) pay any amount under any capital lease obligation other than regularly scheduled payments thereunder; (viii) take any action that would result in a breach of any representation or warranty of Seller; or (ix) sell or agree to sell or otherwise dispose of any of the Shares or the MTN Shares. In addition, the Seller shall cause each of the Company and MTN to conduct its business only in the Ordinary Course of Business with the intent of preserving the ongoing operations of the Company and MTN. Without limiting the generality of the foregoing:
(a) The Seller shall cause each of the Company and MTN to use reasonable commercial efforts to: (i) retain the present employees of the Company and MTN in a manner consistent with past practices; and to renew the existing employment Contracts of such employees upon expiration thereof; (ii) preserve the present customers and business relations of the Company and MTN, and preserve the operations, organization and reputation of the Company and MTN intact, (iii) continue spending funds in accordance with presently established budget guidelines, and (iv) continue to conduct the financial operations of the Company and MTN, including credit and collection policies, with no less effort, in the same manner, and to the same extent, as in the prior conduct of the business of the Company and MTN.
(b) The Sellers shall cause the Company and MTN to: (i) maintain the assets of the Company and MTN in their present condition (reasonable wear and tear in normal use excepted); (ii) remove, cure and correct prior to the Closing any violations under applicable laws that render (or if unremedied would render) inaccurate Seller...
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.
(b) [***] will use all commercially reasonable efforts to keep the business and properties of [***] in all material respects in the state as of the date hereof, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
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.
(ii) VitalStream shall, and shall cause each of the VitalStream Subsidiaries to, operate its 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 its business, and use its reasonable best efforts to preserve the goodwill and organization of its business and its relationships with customers, suppliers and others having business dealings with it. VitalStream will not, and will cause each of the VitalStream Subsidiaries not to, engage in any practice, take any action, or enter into any transaction (other than a transaction described in Section 5(f) of this Agreement which shall be governed by Section 5(f) of this Agreement) outside the Ordinary Course of Business.
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. 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. GSI will continue to operate the GSI Business, including its present operations, working conditions, and relationships with, licensors, suppliers, customers, and employees subject to the terms of Section 6.2 above. Further, GSI 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, GSI 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 GSI 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.
