Operations of Business. BCH will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, BCH will not:
Operations of Business. Without the prior written consent of Buyer, Seller will not cause or permit the Company or any of its Subsidiaries to engage in any practice, take any action, or enter into any transaction outside the ordinary course of business of the Company and any of its Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise permitted hereunder, Seller will not cause or permit the Company or any of its Subsidiaries to:
Operations of Business. Three Strikes will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, Three Strikes will not:
Operations of Business. Without the prior written consent of the Buyer, from the date hereof to the Effective Time, none of the Sellers shall, except as required or expressly permitted pursuant to the terms of the Agreement, make any material change in the conduct of the Business or enter into any transaction other than in the Ordinary Course Of Business consistent with past practices and shall continue to conduct the Business in the Ordinary Course of Business consistent with past practice. Each of the Sellers shall use commercially reasonable efforts to preserve substantially intact, the Business, to keep available the services of its key officers and employees and to preserve the goodwill of each business relationship affecting the Business.
Operations of Business. During the period between the date hereof and the Closing Date, Seller and the Stockholders shall conduct the Company's business, including the manufacture and sourcing of Products, in a manner consistent with its prior business practices. During such period, Seller and the Stockholders shall not, without the prior written consent of Purchaser, (i) sell or encumber any item of the Purchased Property, except with respect to the Credit Facility, and in the regular course of sale of products, (ii) sell, dispose of or discontinue any portion of the Purchased Property, or (iii) pay any dividend or distribution to the Stockholders; provided, however, that Seller shall be permitted to distribute to the Stockholders immediately prior to the Closing (or otherwise withhold from the cash included in the Purchased Property) an amount of cash equal to twenty-four percent (24%) of the pre-tax earnings of Seller since January 1, 2000. Seller shall also be permitted to withhold from the cash included in the Purchased Property an amount equal to four percent (4%) of Seller's pre-tax earnings for the period of January 1, 2000 through the Closing Date for the purpose of paying any corporate level taxes owed by Seller for such period. Seller and the Stockholders shall use commercially reasonable efforts through the Closing Date to preserve the business and suppliers of the Company with respect to the manufacture and sourcing of Products.
Operations of Business. The Company shall operate the Retained Business and VRM Business separately. The Company shall account for all expenses and liabilities for the Retained Business and VRM Business (including overhead expenses), separately, and expenses and liabilities relating to overhead shall be allocated to the VRM Business and Retained Business, based on services provided, and in accordance with past practices. 6.2.
Operations of Business. (a) Since December 31, 2021, Seller has carried on its business in the usual, regular and ordinary course, consistent with past practices, in all material respects. Except as set forth on Schedule 3.1.22, Seller has not taken or omitted to take any action that, if taken or omitted between the date of this Agreement and the Closing, would breach Section 6.1.1.
Operations of Business. As of Closing, the business and activities of Seller conducted at the Laboratory relate solely and exclusively to the Business, and all business and activities of Seller conducted for the benefit of Customers other than Buyer are so conducted at another CLIA certified laboratory.
Operations of Business. Borrower possesses (i) all licenses, permits, and other governmental authorizations and (ii) all trademarks, trade names, copyrights, patents, or rights in any of the foregoing, adequate for the conduct of its business as now conducted and presently proposed to be conducted, and, to the best of the knowledge, information, and belief of the Borrower, without conflict with the material rights or claimed rights of others.
Operations of Business. Buyer recognizes that Seller and Affiliates of Seller provide certain services and support to the Company. Buyer recognizes that such services and support are necessary for the ongoing operations of the Company, and that the assets owned by Seller and its Affiliates (other than the Company and the Subsidiaries) that are necessary to provide such services and support will not be purchased by Buyer under this Agreement. Accordingly, Buyer recognizes that, in order to conduct the Business, Buyer must provide, or contract with a third party to provide, such services and support (other than such services and support provided by Seller or the Seller Subsidiaries pursuant to the Transition Services Agreement) currently being provided by Seller and its Affiliates (other than the Company and the Subsidiaries).
