Operations in the Ordinary Course of Business Sample Clauses

Operations in the Ordinary Course of Business. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement or any Transaction Agreement, Seller agrees that it will conduct its business with respect to the Purchased Assets in the ordinary course in all material respects.
Sample 1
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Operations in the Ordinary Course of Business. The Selling Shareholders warrant and represent that during the period as from March 1, 1997 inclusive to the Closing Date the Company and its subsidiaries have conducted their business operations according to the ordinary and usual course of business and have used their reasonable best efforts (i) to preserve intact their business organization; (ii) to maintain their books and records in accordance with past practices; (iii) to keep available the services of their managing directors (directeuren) and employees; and (iv) to maintain satisfactory relationships with licensors, suppliers, distributors, customers and others having business relationships with them.
Sample 1
Operations in the Ordinary Course of Business. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Company shall, and Seller shall cause the Company to, conduct its business in the usual course and in such manner as to ensure that no act or event shall occur prior to the Closing Date which would reasonably be expected to result in a breach of the representations and warranties set out in Article 4. Without limiting the foregoing, Seller shall prepare, or shall cause to be prepared, the financial information of the Company as needed to compile the Estimated A/R Statement and determine the Estimated Adjusted Accounts Receivable as contemplated by Section 3.2(b).
Sample 1
Operations in the Ordinary Course of Business. Except for actions required by this Agreement, Seller covenants and agrees that it will, and Xxxxxx covenants and agrees to cause Seller to, cause its business and the Purchased Assets to be operated only in the lawful, ordinary and usual course of business and that it will not take any action inconsistent therewith or engage in any transaction other than in the ordinary and usual course of business as heretofore conducted.
Sample 1
Operations in the Ordinary Course of Business. The Company shall, and shall cause each of its Subsidiaries to, conduct its operations according to its ordinary and usual course of business and use its best efforts to preserve intact its business organization; keep available the services of its officers and employees; and maintain satisfactory relationships with licensors, suppliers, distributors, customers and others having business relationships with it. The Company shall confer with representatives of CBRL to keep it informed with respect to operational matters of a material nature and to report the general status of the on-going operations of its business.
Sample 1
Operations in the Ordinary Course of Business. Notice of Any ------------------------------------------------------------ Inconsistency. Subject to the terms of this Agreement, Seller will conduct the ------------- Business only in the ordinary and usual course and will use its Best Efforts (consistent with the terms of this Agreement) to preserve intact Seller's business organization (to the extent relating to or involving the Business), keep available the services of its officers and employees who are employed in the Business, and use its best efforts to maintain satisfactory relationships with other parties to its contracts and with all suppliers, clients, customers and others having business relationships with it (to the extent relating to or involving the Business).
Sample 1

Related to Operations in the Ordinary Course of Business

  • Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Regular Course of Business Each Seller Company shall (a) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Certain Business Practices Neither Company nor any Company Subsidiary nor any directors, officers, agents or employees of Company or any Company Subsidiary (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.

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