Operation of the Businesses. (a) From the Original Agreement Date to the Closing Date, except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements, each of the Elan Companies shall:
(i) conduct the Businesses only in the Ordinary Course of Business;
(ii) with the prior written consent of the Acquirors (which shall not be unreasonably withheld, delayed or conditioned) use its commercially reasonable efforts to maintain intact the Businesses as they are currently organized, keep available the services of the Employees and maintain its relations with suppliers, customers, creditors, employees, agents and others, in each case having a relationship with the Businesses;
(iii) confer with the Acquirors prior to implementing material operational decisions relating to the Businesses;
(iv) keep in full force and effect, without amendment, all material rights relating to the Businesses;
(v) except in the Ordinary Course of Business, not alter the salaries or other compensation paid or payable to any Employee;
(vi) comply in all material respects with all requirements of Law and contractual obligations, in each case applicable to the operation of the Businesses;
(vii) maintain all Skelaxin Books and Records and Sonata Books and Records; and
(viii) cooperate in all respects with the Acquirors with respect to the prosecution and/or issuance of U.S. Patent Application No. 10/104,044.
(b) In furtherance of and in addition to subsection (a), none of the Elan Companies shall (i) except in the Ordinary Course of Business incur any Liability which would be an Assumed Liability, (ii) except as contemplated by this Agreement, the Related Agreements and the Wyeth/Elan Agreements and except with the prior consent of the Acquiror Parent (which consent shall not be unreasonably withheld, delayed or conditioned), enter into, amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to any Contract which would be an Assumed Liability or incur any Liability which would be an Assumed Liability outside the Ordinary Course of Business unless the executory obligation on the part of such Elan Company in any such individual case is less than $50,000, (iii) violate, breach or Default under, or take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation or breach of, or a Default under any term or provision of any material Contract, (iv) lease, license, mortgage, pledge, create on o...
Operation of the Businesses. Between the date of this Agreement and the Closing, except as otherwise expressly provided in or contemplated by this Agreement or waived or consented to by Purchaser in writing, the Sellers shall cause the Companies to, and each of Autronics US, P&G plc, Spirent plc (with respect to the UK Lease Sites) and Spirent GmbH shall:
A. conduct their respective Businesses only in the Ordinary Course of Business;
B. use their commercially reasonable efforts to: (i) keep available the services of the current officers, employees and agents of each Company and of Autronics US (to the extent relating to the US Business), P&G plc (to the extent relating to the UK Business) and Spirent GmbH (to the extent relating to the German Business), and (ii) maintain the relations and good will with suppliers, customers, landlords, creditors and others having material business relationships with any Company, Autronics US (to the extent relating to the US Business), P&G plc (to the extent relating to the UK Business), Spirent plc (to the extent relating to the UK Lease Sites) and Spirent GmbH (to the extent relating to the German Business);
X. xxxxxx with the Purchaser concerning operational and financial matters regarding the Businesses which are of a material nature, it being understood that, notwithstanding anything to the contrary herein, until the Closing the Sellers and the Companies shall have sole authority to operate the Businesses;
D. maintain all leased and owned real property comprising any of the Assets in accordance with the Ordinary Course of Business;
E. not approve any new capital expenditure or other financial commitment in excess of $100,000;
F. not dispose of or incur, create or assume any Lien, other than Permitted Liens, on any individual capital asset of the Companies or the Businesses if the greater of the book value or the fair market value of such capital asset exceeds $100,000;
G. not incur any indebtedness for money borrowed (excluding trade payables incurred in the Ordinary Course of Business or intercompany borrowings) that constitutes a Liability of the Companies in excess of $100,000;
H. not permit any Company to (1) amend its Charter Documents, (2) issue, sell, redeem or otherwise acquire any capital stock, bonds, debentures, notes or other securities or grant any options (including any employee stock options), warrants or other rights entitling any Person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other se...
Operation of the Businesses. (a) Prior to or on the Australia Closing Date, except as set forth in Section 3.18(a) of the Company Disclosure Schedule, or as provided in the Transition Services Agreements, Lend Lease, LLPMA and their respective Affiliates shall have transferred to Compass Australia, pursuant to the Australian Transfer Agreement, all of the properties, assets, claims, contracts and business and rights of every kind, character, and description wherever located, whether real or personal, tangible or intangible, and whether or not recorded on the books and records of Lend Lease, LLPMA or their respective Affiliates, owned directly or indirectly by Lend Lease, LLPMA or their respective Affiliates together with all proprietary and associated rights including any goodwill related thereto, Related to the Australian Business, (collectively, the "Australian Assets"). Prior to the Australia Closing Date, Compass Australia shall own and have an unqualified right to the Australian Assets, free and clear of all Liens, except for Permitted Liens.
(b) There are no Liabilities of Compass Australia, and to the Knowledge of each Seller, Company or Company Subsidiary, there is no valid basis for the assertion of any such Liabilities, and no existing condition, situation or set of circumstances exists which could reasonably be expected to result in a Liability to Compass Australia, other than pursuant to the Australian Transfer Agreement.
(c) Except as set forth in Section 3.18(c) of the Company Disclosure Schedule or as provided pursuant to the Transition Services Agreement, the Companies, the Company Subsidiaries and LLPMA have, and after the Worldwide Closing and the Australia Closing, Buyer, the Worldwide Companies and the Subsidiaries of the Worldwide Company, and Buyer and Compass Australia, respectively, will have all rights, properties and assets, real, personal and mixed, tangible and intangible relating to or used or held for use in the conduct of the Compass Businesses (other than the Australia Business) and for use in the conduct of the Australian Business, respectively, including, without limitation, the Australian Assets, during the twelve months prior to the Worldwide Closing or the Australia Closing, as the case may be, free and clear of all Liens, other than Permitted Liens (the "Compass Business Assets"). The Compass Businesses Assets are adequate for the purposes for which they are currently used or held for use and, to the Knowledge of each Seller, Company or Company Su...
Operation of the Businesses. Between the date hereof and the Closing Date, each of MediSync and Parent will, and will cause their respective representatives to:
(a) conduct its business only in the MediSync Ordinary Course or Parent Ordinary Course, as applicable, or otherwise with the consent of the other Party;
(b) use its best efforts to preserve intact the current business organization of such Party, keep available the services of the current officers, employees and agents of such Party, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with such Party; and
(c) confer with the other Party concerning operational matters of a material nature and the status of business operations and finances.
Operation of the Businesses. Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Companies and the Company Subsidiaries have, and after Closing, the Companies and Company Subsidiaries will have, all rights, properties and assets, real, personal and mixed, tangible and intangible relating to or used or held for use in the conduct of the businesses conducted by the Companies and Company Subsidiaries (the "Assets") during the past 12 months (except inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, contracts partially or fully performed, and properties or assets replaced by equivalent or superior properties or assets (in each case in the ordinary and usual course of business). To the Knowledge of each Seller, Company or Company Subsidiary, all of the Assets are reasonably adequate for the purposes for which they are currently used or held for use.
Operation of the Businesses of The Acquired Companies. Between the date of this Agreement and the Closing Date, the Sellers will cause each Acquired Company to:
(a) conduct the Business only in the Ordinary Course;
(b) use its Best Efforts to (i) preserve intact the Acquired Company's current business organization, (ii) keep available the services of its current officers, employees, and agents, and (iii) maintain good relations with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Acquired Company;
(c) confer with the Buyer concerning operational matters of a material nature not in the Ordinary Course;
(d) maintain full accruals (without regard to the time for payment or proper accrual under GAAP) associated with its fiscal 1999 annual bonus program, the special retention bonuses described on Schedule 2.19 and any additional bonus programs instituted before the Closing; and
(e) not offer to or make any change in the compensation payable or to be payable to any officer, director, employee, agent or consultant of any Acquired Company;
(f) not enter into any Applicable Contract that provides for payments by one or more Acquired Companies in an amount in excess of $500,000 (other than Loans in the Ordinary Course);
(g) not to permit any Encumbrance to be placed upon on any material asset of any Acquired Company;
(h) except as discussed in Schedule 4.2, not terminate, modify or waive any substantial rights under any Material Contract;
(i) maintain asset quality review and underwriting standards consistent with practices in effect during the third quarter of 1999;
(j) maintain the Acquired Companies' consolidated allowance for credit losses at a level not less than 1.85 percent of ending net finance receivables consistent with past practices of the Acquired Companies;
(k) change any tax or accounting practice (except as required by a change in applicable Law or GAAP);
(l) otherwise report periodically or upon reasonable request to the Buyer concerning the Business; and
(m) not make, or commit to make, any capital expenditure in excess of $100,000.
Operation of the Businesses. OF THE ACQUIRED COMPANIES
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.
Operation of the Businesses. (a) During the Pre-Closing Period, except as may be consented to in writing by the other party hereto: (i) each of Parent and the Company shall ensure that it and its Subsidiaries conducts their respective business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance with all applicable Legal Requirements and the requirements of all Contracts; (ii) each of Parent and the Company shall use all reasonable efforts to ensure that it and its Subsidiaries preserve intact their respective current business organization, and maintain their respective relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Company Entities; (iii) each of Parent and the Company shall keep in full force all insurance policies; (iv) each of Parent and the Company shall cause to be provided all notices, assurances and support required by any Contract to which it or its Subsidiaries is a party relating to any Intellectual Property or Intellectual Property Right in order to preserve its rights in such Intellectual Property, and (v) each of Parent and the Company shall promptly notify the other party of (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement, and (B) any Legal Proceeding commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting either Parent or the Company or any of their respective Subsidiaries that relates to the consummation of the transactions contemplated by this Agreement.
(b) During the Pre-Closing Period, each of Parent and the Company shall not (without the prior written consent of the other party) take any of the following actions or permit any of their respective Subsidiaries to do so:
(i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities;
(ii) sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security, except that (1) the Company and Parent may ...
Operation of the Businesses. The Purchased Payroll Assets and the Purchased HRMS Assets, together with the services to be provided by the Bank to the Corporation under the Transitional Services Agreement, are sufficient to operate the Payroll Business and the HRMS Business as was conducted as of the Closing Date.
Operation of the Businesses. OF THE ACQUIRED COMPANIES. Between the ----------------------------------------------------- date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company to conduct the business of such Acquired Company only in the ordinary course of business and in material compliance with all applicable laws, rules and regulations.
