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.
OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Selling Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions.
OPERATION IN ORDINARY COURSE. Subject to paragraph 8.5 each Acquiring Fund and Selling Fund will operate its respective business in the ordinary course between the date of this Agreement and the respective Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions and shareholder redemptions.
OPERATION IN ORDINARY COURSE. (a) During the period commencing on the date hereof and continuing until the Closing, the Seller agrees as to itself and its subsidiaries that, except as expressly permitted or required by this Agreement or as set forth in Schedule 4.3 of the Disclosure Schedule or to the extent that the Buyer shall otherwise consent in writing, the Seller and its subsidiaries shall carry on the Business only in the ordinary course of business and consistent with past practice, including using commercially reasonable efforts to:
(i) preserve intact, protect and maintain the Business and keep available and continue to provide all services currently provided to the Business;
(ii) (A) maintain all existing rights, privileges, licenses and other authorizations (including all Intellectual Property) reasonably necessary for the operation of the Business, (B) keep available the services of the Employees, (C) maintain the relationship with, and goodwill of, customers, suppliers, vendors, Distributors, sales prospects and other Persons with whom the Seller or any of its subsidiaries otherwise has business relationships relating to the Business, (D) continue in all material respects the current sales, marketing and promotional activities relating to the Business, (E) keep and maintain the Purchased Assets in good operating condition and repair to permit their use in the continuing operation of the Business, ordinary wear and tear excepted, (F) perform its obligations in all material respects under the Assumed Contracts and the Leases included within the Purchased Assets in accordance with the terms thereof, and (G) maintain in place its insurance policies related to the Business (or replacement policies in similar amounts and protecting against similar risks) as in effect as of the date hereof;
(iii) pay and discharge all Liabilities of the Business as they come due and all payables of the Business in the ordinary course of business and in the same manner as previously paid (subject to the Seller’s ability to pursue in good faith any bona fide disputes);
(iv) cause the Books and Records related to the Business to be maintained in the usual, regular and ordinary manner; and
(v) comply in all material respects with all Laws applicable to the Business and, promptly following receipt thereof, give to the Buyer copies of any notice received from any Governmental Authority or other Person alleging any violation of any such Laws.
(b) Without limiting the generality of clause (a) above and ...
OPERATION IN ORDINARY COURSE. Subject to Section 1.2, the Selling Fund will operate its 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 distributions, any other distribution necessary or desirable to avoid U.S. federal income or excise taxes, and shareholder purchases and redemptions. The Acquiring Fund shall not conduct any business prior to the Closing Date, other than such activity as is necessary to consummate the transactions contemplated by this Agreement. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.
OPERATION IN ORDINARY COURSE. The Surviving Fund and the Reorganizing 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.
OPERATION IN ORDINARY COURSE. The Selling Shareholder undertake, jointly and severally, that the Company will be operated in the ordinary course of business, consistent with past practice, and as reasonably directed by the Purchaser, from the date hereof through the Closing Date.
OPERATION IN ORDINARY COURSE. Between the date of this Agreement and the Closing Date, Seller shall cause Seller and its Subsidiaries to conduct their businesses in all material respects in the ordinary course.
OPERATION IN ORDINARY COURSE. The Transferring Funds will operate their business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include shareholder purchases and the distribution of customary dividends, distributions, and redemptions. The Acquiring Fund will not commence operation until the Closing Date.
OPERATION IN ORDINARY COURSE. Subject to Sections 1.2 and 7.3, each of the Acquiring Fund and the Target Fund will operate its respective business in the ordinary course between the date of this Agreement and the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid federal income or excise taxes, and shareholder purchases and redemptions.
