Operation of the Business Prior to Closing. Between the date of this Agreement and the Closing Date, except as contemplated in this Agreement, any of the other Acquisition Documents or as set forth in Schedule 5.14, or unless Buyer shall otherwise agree in writing (which consent shall not be unreasonably withheld or delayed), Seller shall use commercially reasonable efforts to:
(a) operate the Business in the ordinary course of business in all material respects;
(b) maintain the tangible assets that are Transferred Assets as a whole in all material respects in at least as good condition as they are being maintained on the date hereof, subject to normal wear and tear;
(c) (i) not sell, assign, license or transfer any of the Transferred Assets, except transfers of immaterial Transferred Assets, sales of Business Inventory in the ordinary course of business and licenses of the Transferred Assets pursuant to non-exclusive licenses with third parties in the ordinary course of business and (ii) not permit any of the Transferred Assets to be subjected to any Lien, other than the Permitted Liens;
(d) not fail to pay or discharge when due any Liability of which the failure to pay or discharge would cause any material damage or loss to the Transferred Assets, taken as a whole;
(e) not amend any material term of or terminate any material Transferred Contract, other than in the ordinary course of business;
(f) not initiate any Proceeding that relates exclusively to the Transferred Assets;
(g) not make any material change in its accounting principles, methods or practices as they relate to the manner in which Seller keeps its accounting books and records relating to the Business, except for (i) any such change required by a change in GAAP or (ii) any change resulting from the preparation or audit of the Business Financial Statements;
(h) not grant to any Business Employee any increase in compensation or in severance or termination pay, grant any severance or termination pay, or enter into any employment deferred compensation agreement or any similar agreement with any such employee, except as may be (i) required under Applicable Law, Seller’s termination policy (whether existing as of the date hereof or adopted hereafter) or any employment or termination agreement in effect on the date hereof or (ii) in the ordinary course of business; and
(i) not enter into any agreement to take any action that would violate in any material respect any of the foregoing.
Operation of the Business Prior to Closing. Except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 3.10 of the Disclosure Letter, (iii) as required by applicable Law or Data Security Requirements, or (iv) as approved in advance by Investors (which approval shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement through the Closing, the Company shall, and shall cause its Subsidiaries to, operate in the ordinary course of business in all material respects and use commercially reasonable efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties. Except (1) as expressly contemplated by this Agreement, (2) as set forth in Section 3.10 of the Disclosure Letter or (3) as required by applicable Law or Data Security Requirements, from the date of this Agreement through the Closing, the Company and its Subsidiaries, without the prior written consent of Investors (which consent shall not be unreasonably withheld, conditioned or delayed), shall not:
(a) declare, or make payment in respect of, any dividend or other distribution upon any shares of Common Stock or other capital stock or equity interest of the Company;
(b) redeem, repurchase or acquire any shares of capital stock or other equity securities of the Company or any of its Subsidiaries, other than (i) repurchases of shares (A) approved by the Board of Directors and publicly announced prior to the date hereof, (B) made in an “open market” transaction at the then-prevailing price or through an “accelerated share repurchase” on customary terms or (C) from employees, officers or directors of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice pursuant to any of the Company’s agreements or plans in effect as of the date hereof and (ii) shares withheld on the vesting of employee stock awards;
(c) authorize, issue or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into shares, of the Company or any of its Subsidiaries other than (i) the authorization and issuance of the shares contemplated by this Agreement and (ii) issuances pursuant to any of the Company’s agreements or plans in effect as of the date hereof of shares, or securities exercisable for, exchangeable for or convertible into shares, of the Company to (A) officers or directors of the Company or any of its Subsidiaries in the ordinary course of...
Operation of the Business Prior to Closing. From the date hereof until the earlier of the Closing or termination of this Agreement in accordance with Article X, the Seller shall operate and maintain the Business and the Purchased Assets in substantially the same manner in which they have been operated and maintained before the date hereof and shall (i) comply with all Laws applicable to the Business, the Purchased Assets and the Assumed Liabilities and (ii) use commercially reasonable efforts to preserve the business organization and the relationships it currently maintains with its Representatives, distributors, customers and suppliers.
Operation of the Business Prior to Closing. Except for actions taken pursuant to the prior written consent of Buyer, Seller and Seller's Affiliates from the date of this Agreement until the Closing will: (a) conduct the Business in the ordinary course, including without limitation repairing or replacing any Equipment that is currently used in the Business that is damaged or that is destroyed due to an event that is customarily insured against; (b) not transfer any of the Acquired Assets, other than in the ordinary course of business; (c) continue to meet the contractual obligations of, and pay obligations relating to, the Business as they mature in the ordinary course; and
Operation of the Business Prior to Closing. Section 4.1 Ordinary Course.
(a) Between the date of this Agreement and the Closing, SPC shall (i) carry on the Business diligently in the Ordinary Course of Business and shall not institute any new methods of accounting or pricing, or engage in any transaction or activity, or enter into any agreement or make any commitment with respect to the Business or Acquired Assets except in the Ordinary Course of Business; (ii) maintain the Acquired Assets in good operating condition consistent with past practice and comply timely with all provisions of leases, agreements, contracts and commitments relating to the Acquired Assets or the Business; (iii) exercise reasonable efforts to preserve the Business and its relationships with its customers, employees, and suppliers, to timely file all reports required by any Governmental Authority and to pay all taxes, and to comply with all Applicable Law. In addition, SPC shall deliver to Purchaser copies of (i) the Unaudited Terminal Operating Statements and a related Adjustment Statement for periods subsequent to June 30, 1995 and prior to the Closing as soon as they become available to SPC, but in no event later than twenty-one (21) days after the end of the month covered by such statements together with a representation that such statements are true and correct in all material respects and fairly present the results of operations of the Business together with PPI as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied, subject to normal year end adjustments, the adjustments described in Schedule 7.9 and the absence of footnotes required by GAAP; (ii) monthly and year to date unaudited financial statements for SPC for periods subsequent to June 30, 1995 and prior to the Closing as soon as they become available to SPC, but in no event later
Operation of the Business Prior to Closing. Section 4.1 Ordinary Course.
(a) Between the date of this Agreement and the Closing, PPI shall (i) carry on the Business diligently in the Ordinary Course of Business and shall not institute any new methods of accounting or pricing, or engage in any transaction or activity, or enter into any agreement or make any commitment with respect to the Pipeline Assets or the Business, except in the Ordinary Course of Business; (ii) maintain the Pipeline Assets in good operating condition consistent with past practice and comply timely with all provisions of leases, agreements, contracts and commitments relating to the Pipeline Assets or the Business; (iii) exercise reasonable efforts to preserve the Business and its relationships with its customers, its employee, and suppliers, to timely file all reports required by any Governmental Authority and to pay all taxes, and to comply with all Applicable Law. In addition, PPI shall deliver to Purchaser copies of monthly and year-to-date financial statements prepared on a basis consistent with the Unaudited Monthly PPI Financial Statements for periods subsequent to June 30, 1995 and prior to the Closing as soon as they become available to PPI, but in no event later than
Operation of the Business Prior to Closing. Seller hereby agrees, from the date of execution of this contract to the date of Closing, to carry on the business activities and operations fo the Business diligently and in substantially the same manner as has been customary in the past, and shall not remove any item with the exception of product inventory sold in the normal course of business.
Operation of the Business Prior to Closing. Except where not Material and except for actions taken pursuant to the prior consent of Buyer, Sellers from the date of this Agreement until the Closing will:
(a) conduct the Business in the ordinary course;
(b) not transfer any of the Acquired Assets;
(c) continue to meet the contractual obligations of, and pay obligations relating to, the Business as they mature in the ordinary course; and
(d) maintain in the ordinary course the business relations of Sellers with their suppliers, business customers and other with whom they have business relations in connection with the Business.
Operation of the Business Prior to Closing. Prior to the Closing, Seller and RLA:
(a) shall operate the Business in the usual, regular and ordinary course of business (except with the prior written consent of Purchaser);
(b) shall protect the Purchased Assets and Real Property from the elements and maintain the Purchased Assets and Real Property in good operating condition and repair;
(c) shall maintain the books, accounts and records of Seller in the usual, regular and ordinary manner on a basis consistent with past practice;
(d) shall not take or permit any action which would cause any of the representations and warranties of Seller and Shareholder set forth in Article 4 hereof to be untrue as of the Closing Date; and
(e) shall not discount, compromise or take any other action, directly or indirectly, to cause any Accounts Receivable to be paid earlier than in accordance with Seller's standard terms of sale.
Operation of the Business Prior to Closing. Between the date hereof and through the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice, except as agreed to in writing by Purchaser. Without limiting the generality of the foregoing, between the date hereof and through the Closing Date (and, as the context permits, thereafter):