Operation of Business in the Ordinary Course Sample Clauses

Operation of Business in the Ordinary Course. On and prior to the Closing Date, the Company will conduct the Business only in the Ordinary Course of Business, and will use all commercially reasonable efforts to maintain the value of the Business as a going concern and the relationships of the Company with customers, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except for the transactions specifically contemplated hereunder or as set forth on Schedule 6.3 and except for its continuing negotiation for the disposition of its temporary and “temporary to permanent” staffing division, without the written consent of Parthenon, from and after the date hereof the Company will conduct itself so that the Company would not be in violation of Section 4.12 of this Agreement if such Section were applicable during the period from and after the date hereof to and including the Closing Date.
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Operation of Business in the Ordinary Course. Except as otherwise contemplated herein, or as previously approved by the Buyer in writing, until the Release Time, each Company shall conduct the Business only in the ordinary course and consistent with their prior practices. Without limiting the generality of the foregoing, prior to the Release Time, no Company shall without the Buyer's prior written consent, (i) amend or propose to amend its articles of incorporation or by-laws, (ii) take any action or enter into any transaction of the sort described in Section 4.7, or which would cause any representation or warranty made in Section 4.7 to be untrue, or (iii) make or change any Tax election or change any annual Tax accounting period.
Sample 1Sample 2
Operation of Business in the Ordinary Course. On and prior to the Closing Date, except as otherwise required by this Agreement (including without limitation Section 6.14), Seller will cause the Company to conduct the Business only in the Ordinary Course of Business and use its reasonable best efforts to maintain the value of the Business as a going concern and the relationships of the Company with customers, suppliers, vendors, employees, agents and Governmental Authorities. Seller agrees to cause the Company and its Subsidiaries to make capital expenditures in the Ordinary Course of Business up to the Closing Date and prior to the Closing Date to consult with Buyer before making significant decisions regarding merchandise markdowns, inventory purchases and promotional activity. Without limiting the generality of the foregoing, on and prior to the Closing Date Seller will cause the Company not to, without the prior written consent of Buyer: (a) Enter into any transactions with Seller or any of its Affiliates except in the Ordinary Course of Business or with respect to Affiliate Debt or as set forth on Schedules 4.10 or 7.2(i); (b) Pay or accrue any Compensation other than in the Ordinary Course of Business or increase any Compensation of any officer or employee other than such increases in Compensation for individual employees as may be made in the Ordinary Course of Business; (c) Make any Distribution other than (i) distributions of cash to Seller in the Ordinary Course of Business pursuant to the Cash Management Program, Seller's Employee Stock Ownership Plan as currently in effect or Seller's VEBA as currently in effect; (ii) the distributions set forth on Schedule 4.3(b)(iv)(B); (iii) distributions of cash or of any receivable constituting Affiliate Debt in connection with the repayment or cancellation of Affiliate Debt; and (iv) distributions or contributions in connection with an increase in or the repayment or cancellation (in whole or in part) of Debt or intercompany advances between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries; (d) Except as set forth on Schedule 6.4(d), incur any Debt except capitalized leases entered into in the Ordinary Course of Business and in amounts consistent with the Budget or Debt or intercompany advances between the Company and any wholly owned Subsidiary or between wholly owned Subsidiaries, or incur any Lien except in the Ordinary Course of Business; (e) Amend the Charter or Bylaws of the Company or any Subsidiary; (f) Allow ...
Sample 1
Operation of Business in the Ordinary Course. During the period between the date hereof and the Release Time, any entity within the Acquired Group may distribute cash to the respective Sellers and repay existing Indebtedness, even if such activities are outside the ordinary course. Except as set forth in the preceding sentence, or as previously approved by the Buyer in writing, until the Release Time, each entity within the Acquired Group shall conduct the Business only in the ordinary course and consistent with their prior practices, will maintain normal working capital (other than cash) consistent with prior practice and will comply in all material respects with the requirements of all applicable Laws and all actions and requirements of any Governmental Entity necessary in the operation of the Business. Without limiting the generality of the foregoing, prior to the Release Time, no entity within the Acquired Group shall without the Buyer’s prior written consent, (i) amend or propose to amend its Charter Documents, (ii) take any action or enter into any transaction of the sort described in Section 4.7, or which would cause Section 4.7 to become untrue, (iii) make or change any Tax election or change any annual Tax accounting period, (iv) issue any Equity Interest or grant the right to acquire any Equity Interest in any entity within the Acquired Group or (v) liquidate, dissolve, recapitalize or otherwise wind-up its business.
Sample 1
Operation of Business in the Ordinary Course. On and prior to the Closing Date, except as otherwise required by this Agreement, the Company and its Subsidiaries will conduct (a) Amend its Charter or By-laws; (b) Sell, pledge, dispose of or encumber any material assets (other than inventory in the Ordinary Course of Business) (or make any contract or arrangement therefor); (i) Increase the Compensation payable or to become payable to its officers or employees, except for increases in salary or wages of employees of the Company or its Subsidiaries who are not officers of the Company in the Ordinary Course of Business in accordance with past practice; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of the Company or any of its Subsidiaries; or (iii) establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees, except, in each case, as may be required by law; (d) Incur any Debt in excess of the amount of maximum availability under the Company Credit Agreement (which amount shall include amounts outstanding under the Company Credit Agreement); (e) Make any Distribution; (f) Issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) in the Company or any of its Subsidiaries (except for the issuance of shares of Company Common Stock issuable pursuant to Company Stock Options which were granted under the Company Option Plans and are outstanding on the date hereof); (g) Split, combine or reclassify any of its capital stock or issue or authorize or -33- 38 propose the issuance of any other securities or property in respect of, in lieu of or in substitution for shares of its capital stock, or amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of its subsid...
Sample 1
Operation of Business in the Ordinary Course. During the period between the date hereof and the Release Time, the Company may distribute cash to the Seller and repay existing Indebtedness even if such activities are outside the ordinary course of business. Except as set forth in the preceding sentence, or as previously approved by the Buyer in writing, until the Release Time, each of the Company and its Subsidiary shall conduct the Business only in the ordinary course of business and consistent with their prior practices. Without limiting the generality of the foregoing, prior to the Release Time, neither the Company nor its Subsidiary shall without the Buyer’s prior written consent (which shall not be unreasonably withheld): (i) amend or propose to amend its certificate of incorporation or by-laws; (ii) take any action or enter into any transaction of the sort described in Section 4.7, or which would cause any representation or warranty made in Section 4.7 to be untrue; (iii) make or change any Tax election or change any annual Tax accounting period; (iv) make any dividends or distributions of cash or property except as required to pay Taxes due with respect to the Company’s earnings and amounts that are not accounted for in the determination of the Purchase Price; (v) merge into or with or consolidate with, any other corporation or acquire the business or assets of any Person; (vi) purchase any securities of any Person; (vii) issue any capital stock or other securities, or grant, or enter into any agreement to grant, any options, convertibility rights, other rights, warrants, calls or agreements relating to its securities; (viii) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness, or make any loan or advance to, or any investment in, any Person, except in each case in the ordinary course of business; (ix) enter into, amend or terminate any material Contract; (x) sell, transfer, lease, mortgage, encumber or otherwise dispose of, or agree to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any properties or assets except (i) in the ordinary course of business, or (ii) pursuant to any Contract specified in Schedule 4.10(a); (xi) settle any material claim or litigation, or file any material motions, orders, briefs or settlement agreements in any proceeding before any Governmental Entity or any arbitrator; (xii) other than in the ordinary course of business consistent with past practices, incur or approve, or enter into any agreemen...
Sample 1
Operation of Business in the Ordinary Course. Prior to the Closing, the Subscribers will cause the Companies to conduct their Business only in the Ordinary Course of Business and maintain the relationships of the Companies with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, on and prior to the Closing Date the Subscribers will cause the Companies not to, without the prior written consent of Holdco One: (a) Enter into any transactions otherwise than on an arms'-length basis or any transaction with any Subscriber or any Affiliate of any Subscriber (other than transactions between a Company on the one hand and another Company on the other); (b) Pay any Compensation other than in the Ordinary Course of Business at the rates in effect throughout the period covered by the Monthly Financials or increase any Compensation of any of the Subscribers; (c) Except as contemplated by the Closing Agreements, make or declare any Distribution; (d) Incur any Debt or become liable in respect of any Guarantee except in the Ordinary Course of Business (other than Guarantees by one Company of obligations of another Company) except for the incurrence of Debt, up to an aggregate total of $1,000,000, for the prepayment of the Carnival Commissions; or (e) Except as contemplated by the Closing Agreements, sell, lease to others or otherwise dispose of any portion of its assets having a net book value equal to or greater than $50,000 (except for sales of inventory in the Ordinary Course of Business).
Sample 1
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Operation of Business in the Ordinary Course. Each of TDB and the Shipco SPVs shall not engage in any business other than as necessary or appropriate to facilitate the Buyer’s acquisition, through the SPV Shipcos, of the Vessels pursuant to the terms of, and as contemplated by, the MOAs and this Agreement.
Sample 1

Related to Operation of Business in the Ordinary Course

  • 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.

  • 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.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Conduct of Business of the Company Except as expressly ---------------------------------- contemplated by this Agreement or as set forth on Schedule 6.01 hereto, during the period from the date hereof to the Effective Time, the Company and its subsidiaries will each conduct its operations according to its ordinary course of business consistent with past practice, and the Company and its subsidiaries will each use its reasonable best efforts to (i) preserve intact its business organization, (ii) keep available the services of its officers and employees, other than those officers and employees identified on Schedule 6.01 hereto, and (iii) maintain existing relationships with its lenders, suppliers and others having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth on Schedule 6.01 hereto, prior to the Effective Time, neither the Company nor any of its subsidiaries will, without the prior written consent of Acquisition: (a) amend or propose to amend any of their respective certificates or articles of incorporation or by-laws; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell, pledge, encumber, deliver or otherwise dispose of (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other equity securities or equity equivalents of the Company or any of its subsidiaries or amend in any material respect any of the terms of any such securities outstanding as of the date hereof; (c) split, combine or reclassify any shares of its capital stock or the capital stock of any of its subsidiaries, declare, set aside or pay any dividend (other than dividends (whether in cash, stock, or property or any combination thereof), if any, paid by wholly-owned subsidiaries to the Company or another wholly-owned subsidiary of the Company) or other distribution in respect of its capital stock or redeem, repurchase or otherwise acquire any of its securities or any securities of its subsidiaries or any options, warrants or other rights to acquire any shares of its capital stock or adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries, other than the redemption, repurchase or other acquisition of the equity securities of any subsidiary of the Company which is not wholly-owned by the Company for aggregate consideration not in excess of the book value of such securities; (i) except as set forth in clause (e), incur any additional indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other person except for the obligations of wholly-owned subsidiaries of the Company in the ordinary course of business consistent with past practice; (ii) make any loans, advances or capital contributions to, or investments in, any other person (other than to wholly- owned subsidiaries of the Company and advances to employees for travel or other business related expenses in the ordinary course of business consistent with past practices); (iii) pledge or otherwise encumber shares of capital stock of the Company or any of its subsidiaries; (iv) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon; or (v) enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (e) incur any advances pursuant to that certain Revolving Credit Agreement, dated as of June 18, 1991, among the Company, various subsidiaries of the Company and Xxxxxx (as successor in interest to HCR Partners), as amended (the "Credit Agreement"), other than advances which at any time outstanding do not exceed $3,000,000. (f) enter into, adopt or (except as may be required by law) amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or (except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company or an increase in excess of 5% in the case of any individual (other than compensation based upon the payment of commissions pursuant to commission schedules previously made available to Parent or Acquisition by the Company)) increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units) or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (g) acquire, sell, lease or dispose of any assets outside the ordinary course of business or any assets which in the aggregate are material to the Company and its subsidiaries, taken as a whole, or commit or agree to do any of the above; (h) except as required by GAAP, change any of the accounting principles or practices used by it; (i) make any tax election or settle or compromise any income tax liability material to the Company and its subsidiaries taken as a whole; (j) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the consolidated financial statements (or the notes thereto) of the Company and its subsidiaries or incurred in the ordinary course of business consistent with past practice; provided that, in no event shall the Company and its subsidiaries repay any long-term indebtedness except to the extent required by the terms thereof; (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof; (ii) enter into or commit to enter into any contract or agreement other than in the ordinary course of business consistent with past practice or which requires the payment of amounts in excess of $100,000 or which gives rise to obligations which extend beyond ninety (90) days from the date hereof other than agreements to provide services to customers of the Company or any of its subsidiaries; (iii) authorize any capital expenditures, other than those as to which the Company or its subsidiaries have committed as set forth on Schedule 6.01 hereto, individually in excess of $100,000, or in the aggregate in excess of $1,000,000, except with the consent of Parent (which shall not be unreasonably withheld); or (iv) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the foregoing; (i) make or enter into any new lease of real property other than any new lease of real property which will replace an existing lease or (ii) extend or amend any existing lease of real property other than in the ordinary course of business consistent with past practice or on terms and conditions no less favorable to the Company or the subsidiary than the existing lease; (m) enter into or commit to enter into any amendment or modification to any contract, agreement or arrangement with any vendor or supplier identified on Schedule 6.01(m) hereto which individually or in the aggregate with all other such amendments and modifications is or could reasonably be expected to be material to such contract, agreement or arrangement; (n) intentionally take or omit to take, or enter into an agreement to take or agree to omit to take, any action that would result in any of the conditions to the Offer set forth in Annex A attached hereto or the conditions to the Merger set forth in Article VII hereof not being timely satisfied; (o) release or relinquish any material contractual rights, other than in the ordinary course of business consistent with past practice; (p) settle any pending or threatened material action, suit, claim or proceeding involving the Company or any subsidiary, other than in the ordinary course of business consistent with past practice and other than any settlements which require only the payment of money not in excess of $50,000 individually or $250,000 in the aggregate; (q) enter into or commit to enter into any contract, agreement or arrangement or any amendment or modification to any existing contract, agreement or arrangement with Xxxxxx Holdings, Inc. or any affiliate thereof; or (r) commit or agree in writing or otherwise to take any of the actions described in Sections 6.01(a) through 6.01(q) hereof or any action which would make any of the representations or warranties of the Company contained in this Agreement untrue or incorrect in any material respect as of the date when made or as of the Effective Time, or omit to take or commit or agree to omit to take any action necessary to prevent any such representation or warranty from being untrue or incorrect in any material respect in any respect at any time which would result in any of the conditions set forth in this Agreement not being satisfied.

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Operation of Business (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and shall cause each Consolidated Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed): (i) issue or sell any stock or other securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities; (ii) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) create, incur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, except accounts payable arising in the Ordinary Course of Business; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; (iv) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate; (vi) mortgage or pledge any of its property or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances); (vii) amend its charter, bylaws, certificate of formation, limited liability company agreement or other organizational documents; (viii) change the flag or registry of a Vessel; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xi) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business; (xii) make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii); (xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the Ordinary Course of Business; or (xiv) agree in writing or otherwise to take any of the foregoing actions. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Notwithstanding anything to the contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Buyer (such businesses referred to herein as the “Competing Trades”). Nothing in this Agreement is intended to restrict the Company, the Consolidated Subsidiaries or the Buyer and its subsidiaries from continuing to engage in business in competition with each other.

  • Character of Business Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted.

  • Conduct of Business Pending the Closing During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the Company shall, and shall cause each of its Subsidiaries to, carry on the Business in the ordinary course of business and, to the extent consistent therewith, use all commercially reasonable efforts to preserve the Business intact and preserve the goodwill of and relationships with Governmental Entities, customers, suppliers, partners, lessors, licensors, licensees, contractors, distributors, agents, officers and employees and others having business dealings with the Business, provided that the foregoing shall not prevent Sellers from rejecting Contracts that are not Assumed Contracts. During the period from the date of this Agreement through the Closing Date, the Company shall endeavor to maintain the Net Receivables Amount, the Inventory Value and each component of Inventory at or in excess of the amounts set forth on Schedule 7.1. Without limiting the generality of the first sentence of this Section 7.1, during the period from the date of this Agreement through the Closing Date, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer: (a) abandon any rights under any of the Assumed Contracts; terminate, amend, modify or supplement the terms of any Assumed Contract; or fail to honor or perform, the Assumed Contracts; (b) other than sales of Inventory in the ordinary course of business or the disposition of obsolete equipment, lease, license, surrender, relinquish, sell, transfer, convey, assign or otherwise dispose of any Acquired Assets; (c) mortgage, pledge or subject to Liens (other than Permitted Liens), any property, business or any of the Acquired Assets, other than as would not result in any Liability that would be or would increase an Assumed Liability as of or subsequent to the Closing; (d) incur or permit to be incurred any Liability (other than Accounts Payable or in connection with the performance of Assumed Contracts) that would be or would increase an Assumed Liability as of or subsequent to the Closing; (e) fail to replenish the Inventory and Supplies of the Business in the ordinary course of business; (f) increase the salary of any Identified Employee at or after the time such person becomes an Identified Employee, other than in the ordinary course of business consistent with past practice; (g) make or rescind any material Tax election or take any material Tax position (unless required by law) or file any Tax Return or change its fiscal year or financial or Tax accounting methods, policies or practices, or settle any Tax Liability, except in each case as would not reasonably be expected to affect the Buyer; (h) institute, settle or agree to settle any litigation, action or Proceeding before any court or Governmental Entity relating to the Acquired Assets, or modify in any manner that is adverse to the Business or the Acquired Assets, rescind or terminate a material Permit, allowance, or credit (or application therefor) relating to the Business or the Acquired Assets; (i) transfer or grant any rights under, modify any existing rights under, or enter into any settlement regarding the breach or infringement of, any material Intellectual Property; or (j) enter into any Contract to do any of the foregoing.

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