Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):
(a) conduct its business only in the ordinary course of business, consistent with past practice;
(b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it;
(c) confer with Buyer prior to implementing operational decisions of a material nature;
(d) otherwise report periodically to Buyer concerning the status of its business, operations and finances;
(e) make no material changes in management personnel without prior consultation with Buyer;
(f) maintain its assets in a state of repair and condition that complies with Laws and is consistent with the requirements and normal conduct of the Company’s business;
(g) keep in full force and effect, without amendment, all material rights relating to the Company’s business;
(h) comply with all Laws and contractual obligations applicable to the operations of the Company’s business;
(i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 or substantially equivalent policies;
(j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing;
(k) upon request from time to time, execute and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further consideration; and
(l) maintain all books and records of the Company relating to the Company’s business in the ordinary course of business, consistent with past ...
Operation of the Business of Seller. (a) Between the date of this Agreement and the Closing Date, Seller shall conduct the operation of the Restaurants in the ordinary and usual course of business, consistent with past practices and will use its best efforts to preserve intact the present business organization with respect to the Restaurants, to keep available the services of its officers and employees, and to maintain satisfactory relationships with landlords, franchisors, dealers, licensors, licensees, suppliers, contractors, distributors, customers and others having business relations with it and the Restaurants and will maintain the Restaurants, Real Properties, and Purchased Assets in a condition conducive to the operation of the business currently carried on therein.
(b) Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or with the prior written consent of Purchaser, Seller will not:
(i) keep and maintain its books of account and records other than in accordance with generally accepted accounting principles consistent with past practices;
(ii) amend or restate the leases for the Real Properties, the Franchise Agreements or any Assumed Contract or other material Contract;
(iii) (A) Increase in any manner the compensation of any of the employees at any of the Restaurants other than in the ordinary course of business, consistent with past practices; (B) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (C) commit itself in relation to the Restaurants, the employees at the Restaurants or the Real Properties, to any new or renewed Plan with or for the benefit of any Person, or to amend any of such Plans or any of such agreements in existence on the date hereof;
(iv) Permit any of its insurance policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and effect providing coverage, in form, substance and amount equal to or greater than the coverage under those canceled, terminated or lapsed for substantially similar premiums;
(v) Enter into any other Contracts whether written or oral which, individually or in the aggregate, would be material to the Restaurants, Purchased Assets, Real Properties, the Easements or the Assumed Contracts, except Contracts for the purchase, sale or lease of goods or services in th...
Operation of the Business of Seller. Between the date of this Agreement and the Closing Date, Seller shall:
(a) conduct the business of the Seller only in the Ordinary Course of Business (as defined below);
(b) use its commercially reasonable efforts to preserve intact the current business organization of the Seller, keep available the services of the Seller's officers, employees, and agents, and maintain the Seller's relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with it;
(c) confer with Buyer prior to implementing operational decisions of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of the Seller.
Operation of the Business of Seller. Between the date of this Agreement and the Closing, Seller shall (and the Shareholder shall cause Seller to) conduct its business only in the ordinary course of business consistent with past practices.
Operation of the Business of Seller. Except as otherwise contemplated by this Agreement, between the date of this Agreement and the Closing Date, each Seller will (a) conduct its business only in the Ordinary Course of Business, (b) use its Best Efforts to preserve intact its current business organization (including the maintenance of existing insurance coverage), keep available the services of its current officers, employees and agents, and maintain relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships, (c) confer with Buyer concerning operational matters of a material nature, and (d) otherwise conduct its business subject to the limitations and restrictions imposed by the Bankruptcy Code and the Bankruptcy Court; provided, however, that Sellers will terminate or consolidate operations at certain Facilities and will close certain Facilities as provided in the Facility Consolidation Plan, dated April 25, 2002 and as communicated to Buyer on May 3, 2002 during due diligence.
Operation of the Business of Seller. Between the date of this Agreement and the Closing, Seller shall:
(a) conduct its business only in the ordinary course consistent with past practice;
(b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it;
(c) confer with Buyer prior to implementing operational decisions of a material nature;
(d) otherwise report periodically to Buyer concerning the status of its business, operations and finances;
(e) make no material changes in management personnel without prior consultation with Buyer;
(f) maintain the Acquired Assets in a state of repair and condition that complies with legal requirements and is consistent with the requirements for the normal conduct of the Business;
(g) use its best efforts to keep in full force and effect, without amendment, all material rights relating to the Business;
(h) comply with all material requirements of Law and Contracts applicable to the operations of Business;
(i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 4.20 or substantially equivalent policies;
(j) cooperate with Buyer and assist Buyer in identifying the Permits required by Buyer to operate the Business from and after the Closing Date and either transferring existing Permits of Seller to Buyer, where permissible, or obtaining new Permits for Buyer; and
(k) maintain all financial books and records of Seller relating to the Business in accordance with GAAP.
Operation of the Business of Seller. Between the date of this Agreement and the Closing Date, Seller shall:
(a) conduct the business of Seller regarding the Assets, and the business of VitaCBD Brand, only in the Ordinary Course of Business;
(b) use its Best Efforts to preserve intact the current business organization of Seller and VitaCBD Brand, keep available the services of the current officers, employees, and agents of Seller and VitaCBD Brand, and maintain the relations and good shall with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Seller and VitaCBD Brand;
(c) confer with Purchaser concerning operational or other matters of a material nature; and
(d) otherwise report periodically to Purchaser concerning the status of the business, operations, and finances of Seller.
Operation of the Business of Seller. Between the date of this Agreement and the Closing Date, Seller shall:
(i) conduct its Business only in the Ordinary Course of Business and otherwise refrain from any extraordinary transactions or significant deviations from past practices without the written consent of Buyer, which consent shall not be unreasonably withheld or delayed;
(ii) preserve intact the current business organization of Seller, keep available the services of the current officers, employees, and agents of Seller, and maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Seller; and
(iii) report periodically to Buyer concerning the status of the Business.
Operation of the Business of Seller. Except (i) as otherwise expressly permitted by this Agreement, (ii) with the prior written consent of Buyer, or (iii) as required by law, during the Pre-Closing Period, Seller will:
(a) conduct the Business in the ordinary course in a manner consistent with past practice;
(b) use commercially reasonable efforts to preserve intact the current business organization of Seller relating to the Business and keep available the services of the current officers, employees and agents of Seller, and maintain the relations and goodwill with its customers, suppliers, landlords, employees, agents, and others having business relationship with Seller relating to the Business;
(c) confer with Buyer concerning business or operational matters relating to the Business of a significant nature;
(d) use commercially reasonable efforts to maintain all of the Purchased Assets in their current condition, ordinary wear and tear excepted;
(e) maintain the Business Books and Records in the usual, regular and ordinary manner, on a basis consistent with prior years;
(f) continue to fix any bugs and defects in the Products; and
(g) report periodically to Buyer concerning the status and operation of the Business.
Operation of the Business of Seller. Except as required by or expressly permitted by this Agreement, and except for such actions as are reasonably necessary for Seller to separate the Business and the Assets from Seller’s retained businesses and assets (including the actions described in Section 6.2(b)), from the date of this Agreement to the Closing, Seller will conduct the Business solely in the ordinary course of business consistent with past practice in substantially the same manner as presently conducted, will make all reasonable efforts, consistent with past practice, to preserve relationships with employees, customers and suppliers and will not take any action which would adversely affect its ability to consummate the Contemplated Transactions. Without limiting the generality of the foregoing, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, without the prior written consent of Buyer which consent shall not be unreasonably withheld, neither Seller, in each case with respect to the Business, nor RSI will:
(a) enter into any Business Contract that would, at the time it is entered into, require establishing a loss contract reserve (under GAAP) upon entry into such Business Contract;
(b) create, incur, assume or guarantee any indebtedness for borrowed money (including obligations in respect of capital leases), other than in the ordinary course of business consistent with past practice;
(c) issue, sell or deliver, redeem or purchase, any shares of the capital stock of Research Systems, Inc. or any Capital Stock Equivalents thereof, or the RSI Subsidiaries or any Capital Stock Equivalents thereof, or grant or enter into any options, warrants, rights, agreements or commitments with respect to the issuance of capital stock of Research Systems, Inc. or any Capital Stock Equivalents thereof, or the RSI Subsidiaries or any Capital Stock Equivalents thereof, or amend any terms of any such securities or agreements;
(d) materially increase the rate of compensation or benefits of, or pay or agree to pay any benefit to, any Business Employee or RSI Current Employee, except for such increases as are granted (i) in the ordinary course of business consistent with past practice to Business Employees and RSI Current Employees pursuant to normal periodic performance reviews; (ii) in accordance with the terms of any employment agreement as currently in effect and set forth on Schedule 3.17(a)(iii); or (iii) pursuant to applicable Legal Requireme...
