Operation of Business Prior to Closing. From the date hereof until the Closing Date, Seller, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, shall: (a) operate the Business only in the Ordinary Course of Business, (b) maintain all currently in use tangible Assets in good operating condition suitable for their intended use subject to ordinary wear and tear, (c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the Business and the Assets, and (d) exercise commercially reasonable efforts to maintain the Subscribers and retain the services of employees of the Business. From the execution of this Agreement through the Closing Date, Seller will continue to operate the Business in substantially the same manner as above, and agrees (a) not to increase the monthly rates of the current service packages provided to Subscribers as of the Closing Date, (b) not to increase any salaries or benefits for any employees, except for the retention packages made to certain employees and previously disclosed to Seller, and (c) not to make any expenditures of capital exceeding $10,000 or assume any new obligations that exceed $5,000 on a monthly recurring basis, without first obtaining the written consent of Buyer.
Operation of Business Prior to Closing. After the date hereof and prior to the Closing, the Company shall operate its business and the business of its Subsidiaries in the Ordinary Course of
Operation of Business Prior to Closing. During the ----------- -------------------------------------- period from the date hereof through the Closing Date, CII agrees as to CII and each Subsidiary that (except as expressly contemplated or permitted by this Agreement or to the extent that CHS shall otherwise consent):
(a) CII and each Subsidiary shall carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Closing Date.
(b) CII and each Subsidiary shall not amend or propose to amend its certificate of incorporation or by-laws.
(c) Except as set forth on Schedule 8.2, CII and each Subsidiary ------------ shall not: (i) increase the compensation payable or to become payable to its officers or employees, except for customary year-end cash bonuses consistent with past practice as to the amount and category of employees, increases in salaries and wages of employees consistent with past practice, or grant any severance or termination pay to or enter into any employment or severance agreement with any of its directors, officers or other employees; (ii) except as otherwise contemplated by this Agreement, establish, adopt, enter into or make any new grants or awards under or amend any employee benefit plan or other arrangement, plan or policy between CII and one or more of its directors, officers or employees; or (iii) except as otherwise contemplated by this Agreement, establish, adopt, enter into or amend any Plan.
(d) CII and each Subsidiary shall not settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claims.
(e) CII and each Subsidiary shall not permit any material insurance policy to be canceled or terminated without notice to CHS, except in the ordinary and usual course of business.
(f) CII shall not fail to confer on a regular and frequent basis with one or more representatives of CHS to report material operational matters and the general status of ongoing operations.
(g) CII and each Subsidiary shall not commit a ...
Operation of Business Prior to Closing. BSI shall continue conducting the Business between the date hereof and the Closing in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve the goodwill of the Business, perform its obligations under Contracts related to the Business in a timely fashion, comply with all applicable Laws and repair, keep and maintain the Assets in good order and condition, normal wear and tear excepted. BSI shall not do any of the following between the date hereof and the Closing, without the prior written consent of Buyer:
(a) grant or agree to grant to any Business Employee any increase in compensation (other than increases in the ordinary course of business) or pay or agree to pay to any such person any bonus, severance or termination payment;
(b) acquire or agree to acquire any assets that are material to the Business, except supplies and materials acquired in the ordinary course of business consistent with past practice and except as approved in writing by Buyer;
(c) sell, lease, license or otherwise dispose of, or agree to sell, lease, license or otherwise dispose of, any Assets that are material to the Business, except for the license of Software, Diagnostics and Documentation in the ordinary course of business consistent with past practices;
(d) take, or agree in writing or otherwise to take, any action that would make any of the representations or warranties of BSI contained in this Agreement untrue or incorrect or would result in any of the conditions set forth in this Agreement not being satisfied;
(e) incur any Liability that would be an Assumed Liability, except in the ordinary course of business consistent with past practices;
(f) enter into, amend or terminate, or propose to enter into, amend or terminate, any Contract related exclusively to the Business, except in the ordinary course of business consistent with past practices;
(g) waive any material right, forgive any material debt or release any claim related primarily to the Business, except in the ordinary course of business consistent with past practices;
(h) make any material change in the conduct of the Business; or
(i) agree, whether in writing or otherwise, to do any of the foregoing.
Operation of Business Prior to Closing. Between the date hereof and the earlier of the termination of this Agreement pursuant to Article X hereof or Closing Date,
Operation of Business Prior to Closing. Prior to the Closing Date, and except as otherwise contemplated by this Agreement or with the specific prior written consent of the Buyer, the Sellers covenant and agree that:
(a) the Company shall conduct the Business in the ordinary course, consistent with past practices;
(b) except as disclosed on SCHEDULE 8.2(b), the Company shall not enter into any contract or commitment entailing a commitment, or make any expenditures for, property, plant or equipment in excess of $100,000 in the aggregate without obtaining the prior written consent of the Buyer;
(c) except as disclosed on SCHEDULE 8.2(c), the Company shall not enter into any new employment agreement, sales agency agreement or other contract for the performance of personal services which is not terminable without liability upon no more than thirty (30) days' notice or grant any general increase in the compensation payable or to become payable to any officers or employees engaged in or relating to the Business (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), saving and excepting the exercise, purchase or exchange of options issued pursuant to the Stock Option Plan, or any special increase in the compensation payable or to become payable to any such officer or employee, or make any bonus payments to any such officer or employee, except for normal merit and cost of living increases in the ordinary course of business and in accordance with past practice;
(d) the Company will use its best efforts to preserve the Business intact and the goodwill of customers and others having business relations on behalf of or relating to the Business and to keep available the employees of the Company for employment by the Buyer;
(e) the Company will maintain its real and personal properties used in connection with the Business in as good as a state of operating condition and repair as they are on the date of this Agreement, except for ordinary wear and tear;
(f) the Company will not terminate or modify any leases, contracts, governmental licenses, permits, or other authorizations or agreements affecting its real and/or personal properties used in connection with the Business or the operation thereof or any additional lease or contract of any nature affecting such properties or the operation thereof;
(g) the Company will keep in force all policies of insurance covering or relating to the real and personal property used in the operation of the Business to the Closing ...
Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated by this Agreement or Schedule 6.1, and subject to Seller's obligation to comply with the terms and conditions hereof and the operation of the Companies' businesses in the ordinary course, and except as consented to by Buyer, between the date hereof and the Closing Date, Seller will cause the Cable Companies to operate the Systems, and MGT and Mega to conduct their respective operations, in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and cause the Companies to abide by the following negative and affirmative covenants:
Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated by Schedule 6.1 or Section 6.1(c), and subject to Falcon's obligation to comply with the terms and conditions hereof and the operation of the Falcon Companies' business in the ordinary course, and except as consented to by Buyer, between the date hereof and the Closing Date, Falcon will cause the Falcon Companies to operate the Systems in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and abide by the following negative and affirmative covenants:
Operation of Business Prior to Closing. Between the date of this Agreement and the Closing Date, except (i) to the extent that TheMaven shall otherwise consent in writing, (ii) as contemplated by this Agreement, (iii) as required under any Legal Requirement or Seller Contract in existence as of the date of this Agreement or (iv) as set forth on Schedule 4.1 of the Seller Disclosure Schedule, Seller shall:
(a) except for any agreement entered into with TheMaven, conduct the Business only in the ordinary course, consistent with past practices;
(b) not incur any extraordinary expenses; provided, however, that Seller may incur extraordinary expenses related to the transactions described herein;
(c) maintain of all of the Material Company Contracts in the ordinary course, consistent with past practices;
(d) not sell, dispose of or transfer any material asset(s);
(e) maintain normal levels of working capital and liquidity, consistent with past practices;
(f) make no changes in senior management without the prior written consent of TheMaven;
(g) not increase the compensation or employment benefits of any of its officers or employees, except for any such increases effected in the ordinary course, consistent with past practices;
(h) confer with TheMaven prior to implementing operational decisions of a material nature; and
(i) subject to Section 6.3, otherwise report to TheMaven, as TheMaven may reasonably request, concerning the status of the business, operations, and finances of Seller.
Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated in FrontierVision's Disclosure Schedule or Section 6.1(c), without the consent of Buyer (which consent shall not be unreasonably withheld), between the date hereof and the Closing Date, FVP will operate and cause the FrontierVision Companies to operate the Systems in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and abide by the following negative and affirmative covenants:
