Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall operate the Business, subject to the orders and direction of the Bankruptcy Court, as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and Seller’s relationships with employees, customers, suppliers, and other Persons having dealings with it.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall operate the Business as currently operated and only in the ordinary course of business and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. Without limiting the generality of the foregoing, without the prior consent of the Buyer, through and until the Closing Date:
9.2.1 The Seller shall not (a) solicit or enter into new purchase orders with existing or new suppliers, other than for inventory reasonably deemed necessary for continued operations through the Outside Date or (b) enter into equipment, personal property or intangible personal property leases, rental agreements, licenses, contracts, agreements, contracts, leases or similar arrangements relating to the Property or the Business.
9.2.2 The Seller shall not agree to any offset against any outstanding receivable, other than offsets reflected in the Closing Receivables Statement in accordance with Section 3.4.2.
9.2.3 The Seller shall use only such of its inventory as is necessary to fill purchase orders entered into in the ordinary course of its business and shall not sell any inventory in bulk.
9.2.4 The Seller shall not enter into or perform any transactions with affiliates, or into transactions other than on an arm's length basis.
9.2.5 Beginning as of the Execution Date, Seller's panel throughput shall not drop below either of (x) 1,000 panels per week and (y) 1,500 panels per week based on a rolling four week average; and Seller shall continue to employ (in full-time active employment) at least 350 of the employees employed by the Seller as of the date of this Agreement.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall operate the DMSVision Software business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the DMSVision Software business and its relationships with employees and persons having dealings with it, including, without limitation, selling on comparable terms and pricing with past practice and not offering new material offsets, reductions or discounts to accounts receivable, without the prior written consent of Buyer; provided, however, that (i) Seller shall not be responsible for the impact of Buyer’s discussions with employees and persons having dealings with Seller on the Seller’s ability to operate the DMSVision Software business as currently operated and in the ordinary course; and (ii) Buyer is aware and acknowledges that Seller’s ability to continue to operate the DMSVision Software business as currently operated and in the ordinary course depends on Seller’s parent’s willingness to continue to provide funding to Seller.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees (except that WARN Act notices shall be given by Seller as otherwise required by this Agreement), and persons having dealings with it. During the period prior to the Closing Date, Seller shall consult with Buyer with respect to any new customer projects under consideration by the Business and shall not, without Buyer's consent, which consent shall not be unreasonably withheld, (i) enter into any material contracts with respect to any customer projects not in existence on the Execution Date and (ii) materially alter, amend or modify the Real Property Leases and the Other Leases and Contracts (except those Real Property Leases and Other Leases and Contracts that Buyer rejects pursuant to Section 1.2.1) that are in existence on the Execution Date.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, and to preserve intact the Business and its relationships with employees and persons having dealings with it, in each case to the extent within its sole control. Seller shall not, except as required or contemplated by this Agreement, or as otherwise agreed by Buyer and Seller, make any material change in the Property or enter into any transaction not in the ordinary course of business which affects the Property. During the period prior to the Closing Date, Seller shall take reasonable measures to maintain and safeguard the Property.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise ---------------------------------------------- consents, during the period prior to the Closing Date, Seller shall operate the Business, subject to the orders and direction of the Bankruptcy Court, as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. Notwithstanding the foregoing, Seller may take such action as is reasonably necessary prior to the Closing to withdraw excess cash balances from the Purchased Subsidiaries to the extent that such withdrawals do not prevent the Purchased Subsidiaries from continuing the conduct of business in the ordinary course.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents in writing, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Acquired Stores as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Acquired Stores and its relationships with its customers and suppliers and with employees and persons working at the Acquired Stores. The foregoing shall not prohibit the Seller from transferring any good and saleable inventory to the Acquired Stores from any of Seller's other stores. Seller shall not amend or terminate any Real Property Lease or any Other Lease and Contract without Buyer's prior written consent.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it; provided, however, that Seller shall not be responsible for, and enters into no covenants in respect of, any consequences resulting solely from announcement of the transactions set forth herein (including any termination by Seller's employees of employment with Seller or the loss of any customer relationship with respect to the Business resulting from such announcement).
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents, during the period prior to the Closing Date, Seller shall use commercially reasonable efforts to operate the Business as currently operated and only in the ordinary course and, consistent with such operation, shall use commercially reasonable efforts to preserve intact the Business and its relationships with employees and persons having dealings with it. During the period prior to the Closing Date, Seller shall consult with Buyer with respect to any new customer projects under consideration by the Business and shall not enter into any material contracts with respect to any customer projects not in existence on the Execution Date without Buyer's consent, which consent shall not be unreasonably withheld.
Operation of Seller's Business Pending Closing. Unless Buyer otherwise consents in advance in writing, which consent shall not be unreasonably withheld, delayed or conditioned, during the period prior to the Closing Date, Sellers shall operate the Business as currently operated and, consistent with such operation, shall use commercially reasonable efforts to preserve intact its current business organization and its current relationships with employees and persons having dealings with it. Without limiting the generality of the immediately preceding sentence, during the period from the date of this Agreement to the Closing Date, without Buyer’s prior written consent, which consent may not be unreasonably withheld, delayed or conditioned, Sellers shall:
8.2.1. Not offer or enter into any contract or arrangement whether for purchase, lease, sale or otherwise which provides for aggregate payments or receipts in excess of $50,000.00;
8.2.2. Not agree to sell, lease or dispose of or sell, base or dispose of or agree to purchase any real property or machinery or equipment, other than in the ordinary course of business;
8.2.3. Not enter into or amend or agree to amend any lease involving real estate or equipment;
8.2.4. Use its reasonable best efforts, taking into account its bankruptcy filing and limitations resulting therefrom, to maintain and keep all machinery, tools, equipment, fixtures and other properties in good condition, repair and working order; or
8.2.5. Promptly upon the occurrence of, or promptly upon Sellers becoming aware of the threatened occurrence of, any event which constitutes or would cause or constitute a material breach, or would have caused or constituted a material breach had such event occurred prior to the date hereof, of any of the representations and warranties of the Sellers contained herein or which prevents or would prevent the satisfaction of any of the conditions contained in Article V hereof, give written notice thereof to the Buyer.
