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:
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. 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:
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. 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. 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:
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:
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. 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:
