Operation of Businesses. Except as contemplated by this Purchase Agreement (including, without limitation, Sections 2.3(i), 3.2(i) and 11.13) or instructions delivered from Buyer to Fibreboard, Fibreboard shall not permit the Resort Group, insofar as the Acquired Assets are concerned, to engage in any practice, take any action, embark on any course of inaction or enter into any transaction outside the Ordinary Course of Business. Fibreboard shall not cause or permit any Acquired Corporation to (a) amend or modify its articles or certificate of incorporation or bylaws, (b) issue, sell or otherwise dispose of any of its capital stock, stock options, bond, notes or other securities, (c) merge or consolidate with any Person or (d) purchase or redeem any shares of its capital stock or other outstanding securities.
Operation of Businesses. Since the Balance Sheet Date, each of the other Parties has been operated in the ordinary course consistent with past practices.
Operation of Businesses. Since September 30, 2005, IFH and its Subsidiaries have each operated only in the ordinary course of business in a manner consistent with past practices and there has been no material adverse change in the sales, profits, business, operations, properties, assets, condition (financial or otherwise) of IFH or any Subsidiary.
Operation of Businesses. Between the date of this Agreement and the Closing Date, unless otherwise consented to by Buyers in writing, Sellers will, and will cause each Cinemex Company to:
(a) conduct the business of the Cinemex Companies only in the Ordinary Course of Business;
(b) in addition to Interim Period Capital Expenditures and Capital Expenditures relating to construction works in the theaters known as Cinemex Jacarandas and Cinemex San Antonio, make Capital Expenditures relating to the Cinemex Business for an amount not less individually or in the aggregate than $4’000,000 pesos and not exceeding individually or in the aggregate $8’000,000 pesos, during each calendar month; and
(c) use their Best Efforts to preserve intact the current business organization of the Cinemex Companies, keep available the services of the current officers and employees of the Cinemex Companies, and maintain the relations and goodwill with suppliers, customers, landlords, creditors, and others having business relationships with the Cinemex Companies.
Operation of Businesses. (a) From the date of execution of this Agreement through and including the Closing Date, Seller will, subject to force majeure and events beyond Seller’s control:
(i) Operate and carry on the business of the Hotel/Casino and its related food and beverage businesses, and services provided by the Hotel/Casino in Seller’s usual and ordinary course, and in a manner consistent with Seller’s current operating standards and past practices:
(ii) Not engage in any line of business not being conducted as of the date hereof;
(iii) Maintain the operating budget and expenditures on marketing efforts of the Hotel/Casino in an amount not less than the current amount of such operating budget and expenditures;
(iv) Use its best efforts to maintain the Property in its current condition, except for reasonable wear and tear;
(v) Maintain in full force and effect all of the current insurance policies for the Property, or renew or replace such insurance policies at their respective expiration dates with substantially similar insurance policies from one or more other insurance carriers;
(vi) Maintain the current level of payout to its customers on its slot machines and other gaming devices, in the same percentage as currently in effect on the date hereof and consistent with past practice;
(vii) Maintain the Property and assets in material compliance with any law, regulation or permits affecting the Hotel/Casino, including compliance with the City of Vicksburg Building and Inspections Department notice of deficiencies/violations dated October 5, 2007 and which shall include making repairs to the elevators in the north and south parking garage identified in such notice to keep them in good working order;
(viii) Use efforts in a manner consistent with Seller’s past practices, to keep available the services of its present employees and to maintain its relations and goodwill with its suppliers, customers, contractors and other persons with whom it has business relations; and
(ix) Not merge or consolidate with any other entity, sell all or any substantial portion of its assets, or acquire any equity interests, the business or substantially all of the assets of any other entity, or enter into any agreement with respect to the foregoing.
Operation of Businesses. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, Sellers agree (except to the extent that the other shall otherwise consent in writing or this Agreement shall otherwise require), to carry on the Businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such businesses, use all reasonable efforts consistent with past practice and policies to preserve intact the present business organization, keep available the services of the present officers and key employees and, except as or this Agreement shall otherwise require, preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the their goodwill and ongoing businesses at the Closing. Sellers shall promptly notify Buyer of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving it. Except as expressly contemplated by this Agreement, Sellers shall not, without the prior written consent of Buyer:
(a) Enter into any commitment, agreement or transaction not in the ordinary course of business other than player personnel and coaching decisions approved by Walkxx.
(i) Sell or enter into any license agreement with respect to Seller Intellectual Property with any person or entity or (ii) buy or enter into any license agreement with respect to the Intellectual Property of any person or entity;
(c) Amend or otherwise modify (or agree to do so), or violate the terms of, any of the Assumed Contracts or Assumed Leases;
(d) Commence any litigation;
(e) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which relate to and are material, individually or in the aggregate, to the Businesses;
(f) Sell, lease, license or otherwise dispose of any of (or any interest in) the Purchased Assets, except in the ordinary course of business or as specifically contemplated by Section 1.1 hereof;
(g) Intentionally subject to any Lien, other than Permitted Liens, any of t...
Operation of Businesses. Each Grantor shall use its respective best efforts to engage in, and to operate, its respective business(es) in a manner that will maximize the profitability and success of such business(es) for the Maker and the Guarantors, and, thereby, maintain, preserve and enhance the value of the Collateral.
Operation of Businesses. None of CHDM, I-trax and their respective Subsidiaries will engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business unless such practice, action or transaction is disclosed in writing to the other Parties and approved in writing by such other Parties (which approval will not be unreasonably withheld), except for actions taken in connection with the consummation of the Merger or the terms of this Agreement. Without limiting the generality of the foregoing, unless each of the following items is disclosed in writing by CHDM to I-trax and by I-trax to CHDM and approved in writing by the Party receiving the disclosure (which approval will not be unreasonably withheld), and except in connection with the consummation of the Merger or the terms of this Agreement:
(i) None of CHDM, I-trax and their respective Subsidiaries will authorize or effect any change in its charter or bylaws;
(ii) None of CHDM and its Subsidiaries will grant any options, warrants, or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding and identified in Section 4(b) of the CHDM Disclosure Schedules);
(iii) None of I-trax and its Subsidiaries will grant any options, warrants, or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock, except (A) upon the conversion or exercise of options, warrants, and other rights currently outstanding, (B) under I-trax's 2000 and 2001 Equity Compensation Plans as presently in force; or (C) at fair market value as determined by the Board of Directors of I-trax;
(iv) None of CHDM, I-trax and their respective Subsidiaries will declare, set aside, or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock, except, subject to an aggregate limit of $11,000,000, CHDM may redeem or purchase pursuant to a written instrument in form and substance satisfactory to I-trax in its sole discretion, and for cash consideration determined by the Board of Directors of CHDM (and acceptable to I-trax) to be fair in light of all relevant facts and circumstances, certain outstanding CHDM options and CHDM Shares in the manner that could not cause a breach of the representation and w...
Operation of Businesses. From the date of this Agreement until the Closing, the Sellers will not engage in any practice, take any action, or enter into any transaction with respect to the conduct of the Businesses outside the Ordinary Course of Business and shall not, without limitation, engage in any going out of business or similar sales (however denominated), nor sell off any merchandise at sale prices that are inconsistent with Sellers’ past practices. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing, the Seller will use commercially reasonably efforts to keep the Businesses and Acquired Assets substantially intact, including their present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees relating to the Businesses. Notwithstanding the foregoing, Sellers will not, without Buyer’s prior written consent, enter into any new contracts, agreements, or obligations with respect to the Acquired Locations or the Businesses thereat, whether written or oral, unless the same shall be terminable by their terms on not more than thirty (30) days notice, nor enter into any new employment contracts with any employees of Sellers, nor grant any increase to employees’ pay in excess of the Sellers’ standard pay practices, but in no event more than three percent (3%) per annum. Prior to the Closing, Sellers and their Affiliates shall not operate, manage, or invest in, directly or indirectly, any temporary Halloween or any party goods store within a three-and-one-half (3-1/2) mile radius of the Acquired Locations or at any other location within a three-and-one-half (3-1/2) mile radius of any currently existing store of Buyer.
Operation of Businesses. Seller shall not take any action to cause (i) ACT’s and/or CIMA’s businesses to be operated in any manner other than in the ordinary course, consistent with past practices, (ii) any of the assets of ACT or CIMA to be encumbered, sold or otherwise disposed of, except in the ordinary course, and (iii) any distribution of any kind or character for the benefit of the holders of the capital stock of ACT or CIMA to be made or declared. Furthermore, Seller will not in connection with the Companies, without the prior written consent of Buyer:
(i) grant any increase in the rate of pay of any of the Companies’ employees, grant any increase in the salaries of any of the Companies’ officers, employees or agents, enter into or increase the benefits provided under any bonus, profit-sharing, incentive compensation, pension, retirement, medical, hospitalization, life insurance or other insurance plan or plans, or other contracts or commitments, or in any other way increase in any amount the benefits or compensation of any such officer, employee or agent except, however, ordinary merit increases not unusual in character or amount made in the ordinary course of the business to employees who are not officers, directors or stockholders;
(ii) enter into any employment contract or collective bargaining agreement;
(iii) enter into any contract or commitment or engage in any transaction which is not in the ordinary course of the business or which is inconsistent with past practices;
(iv) make, or enter into any contract for, any material capital expenditure or enter into any material lease of capital equipment or real estate;
(v) create, assume, incur or guarantee any indebtedness other than (i) in the ordinary course of the business and with a maturity date of less than one year or (ii) that was incurred pursuant to existing contracts disclosed to Buyer;
(vi) except as may otherwise be provided by paragraph 9(b) hereof, make any amendments to or changes in its articles or certificate of incorporation or association or bylaws; or
(vii) perform any act, or attempt to do any act, or permit any act or omission to act, which will cause a breach of any material contract, commitment or obligation to which the Companies are parties.
