Operations of the Business. (a) To the Knowledge of the Company, neither any Seller nor any of the Company’s employees, representatives or agents has made any marketing or advertising claims, statements or representations that any such Person knows or has reason to believe is or was false, and there is no basis for any claim to be made against the Company that (i) arises from or that relates to any marketing or advertising claims, statements or representations made by the Company or any of its employees, representatives or agents or any of the other parties related to the services offered by the Company, and (ii) would either individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
(b) Schedule 3.20(b) sets forth a list of all authorizations, consents, approvals, franchises, licenses and permits required by any Person (other than a Governmental Authority) for the operation of the business of the Company as presently operated (“Other Person Authorizations”). All of the Other Person Authorizations have been duly issued or obtained and are in full force and effect, and the Company is in compliance with the terms of all the Other Person Authorizations. No Seller has knowledge of any facts that could be expected to cause any Seller to believe that the Other Person Authorizations will not be renewed by the appropriate Person in the ordinary course.
(c) Schedule 3.20(c) sets forth a list of all certifications issued to the Company by any Person.
Operations of the Business. The operation of the Business by Buyer UK and the other Purchasing Entities after the Transfer Date, except to the extent that a Purchasing Entity is entitled to indemnification from the Indemnifying Selling Entities pursuant to Section 11.1;
Operations of the Business. From the date of execution of the Letter of Intent through the date of execution of the Management Agreement, Seller has operated the Business only in the usual, regular and ordinary course and manner consistent with past practices, and has not entered into agreements or transactions with any Person, including any Affiliate (except for Buyer), or incurred obligations which would or could reasonably be expected to have a material, adverse impact on the operations, financial status or condition, or prospects of the Business. From the date of execution of the Management Agreement, Seller has operated, and will continue through the Closing Date to operate, the Business in accordance with and subject to the Management Agreement and in accordance with and subject to Section 5.1 hereof.
Operations of the Business. Both Buyer and each of the Seller Parties acknowledge that achievement of targeted results of operations of the Business will be required in order for all or a portion of the Earn-Out Consideration to be payable. The Seller Parties understand and acknowledge that Buyer’s and its Affiliates’ boards of directors and officers owe their fiduciary duties to their stockholders. The Seller Parties further understand and acknowledge that Buyer is a publicly traded corporation which conducts its foodservice business primarily through direct and indirect subsidiaries. The Seller Parties understand and acknowledge that the boards of directors and officers of Buyer and its Affiliates, in their exercise of their fiduciary duties to their stockholders, may determine to undertake a range of actions, some of which could adversely affect amounts payable under this Agreement, to reflect these fiduciary duties and to further accomplish the business objectives of Buyer as the owner of a group of subsidiaries engaged in the foodservice business. Toward that end, the boards of directors and officers of Buyer or any of Buyer’s Affiliates shall have the ability to, among other things, make changes in the management of the Business; to make decisions regarding capital expenditures involving the Business; to make decisions as to whether or not customers would be best served by the entity which owns the Business or another subsidiary of Buyer; and to make other decisions that could affect the results of operations of the Business but which otherwise are in the best interests of Buyer and its public stockholders; provided, that any such decisions shall be made in good faith and may not be made with the primary purpose of adversely affecting the Adjusted EBITDA of the Business so that the amount of Buyer and its Affiliates’ sales to Seller Customers, the Adjusted EBITDA thereon or the Earn-Out Consideration payable pursuant to this Agreement, if any, is materially reduced. If the Buyer or Buyer’s Affiliates make material changes in the management of the Business, capital expenditures involving the Business, or as to whether or not certain customers would be best served by the entity which owns the Business or another subsidiary of Buyer, which decisions either adversely affect Adjusted EBITDA or positively affect Adjusted EBITDA, then the Minimum and Maximum EBITDA Targets shall be decreased or increased, as appropriate, in Buyer’s reasonable good faith discretion, in an amount equal ...
Operations of the Business. (a) Between June 30, 2009 and the date hereof, other than those actions taken in connection with the sale process conducted by Seller with respect to the Branch Business, which are listed on Section 2.18(a) of the Seller Disclosure Letter, Seller has conducted the Branch Business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Section 2.18(a) of the Seller Disclosure Letter, since June 30, 2009 Seller has not, in respect of the Branch Offices:
(i) Changed its interest rate or fee pricing policies with respect to Branch Deposits or Loans other than in the ordinary course of business consistent with past practice;
(ii) Increased the salary, remuneration, or compensation or benefits of Employees, other than normal increases in accordance with Seller’s customary annual review and performance based remuneration policies as in existence on the date hereof, or paid or committed to pay any bonus to any such Employee;
(iii) Terminated any Employee, except in the ordinary course of business consistent with past practice;
(iv) Hired or promoted any Employee except in the ordinary course of business consistent with past practice, or transferred or reassigned any Employee other than to or from another Branch Office, except in the ordinary course of business consistent with past practice;
(v) Amended, terminated, waived, assigned or modified the terms of any Loan or Deposit except in the ordinary course of business consistent with past practice;
(vi) Amended, waived or modified Seller’s standard loan and deposit underwriting, credit servicing and operating policies and procedures;
(vii) Sold, assigned or transferred any Branch Deposits to any other Person or branch, other than in the ordinary course consistent with past practice at the request of a customer;
(viii) Released, compromised or waived any material claim or right for the benefit of Seller that would otherwise constitute an Asset;
(ix) Sold, transferred, conveyed, or otherwise disposed of any Asset;
(x) Placed or suffered an Encumbrance (other than a Permitted Encumbrance) upon any Asset;
(xi) Closed, sold, consolidated, or relocated any Branch Office;
(xii) Made any material change in any information technology system utilized by the Branch Offices;
(xiii) Made any change to the accounting principles and practices used by Seller and Parent with respect to the Assets, Assumed Liabilities and the Branch Business; or (xiv) Agreed...
Operations of the Business. BEST EFFORTS.....................................28 ------------ 4.1.2 CURRENT STATEMENTS...............................29 ------------------ 4.
Operations of the Business. Since January 1, 2016, Silvercrest has carried on its business in the usual, regular and ordinary course, consistent with past practices, in all material respects. Silvercrest has not, directly or indirectly, given or agreed to give (or authorized any manager, officer, employee, representative or agent to give or agree to give), and, to its knowledge, no manager, officer, employee, representative or agent of Silvercrest has given, any gift or similar benefit to any Client, Governmental Authority or other Person who is or may be in a position to help or hinder Silvercrest’s business which (a)(i) violated, or was for the purposes of concealing a violation of, Applicable Law and (ii) subjected or could reasonably be expected to subject Silvercrest to any damage, penalty or other Liability in any civil, criminal, administrative or regulatory proceeding or other Litigation, or (b) if not given in the past, or if not continued in the future, had or could reasonably be expected to materially and adversely affect the business of Silvercrest.
Operations of the Business. The Former Company Stockholders acknowledge that the Parent is entitled to manage its business and the business of its Subsidiaries, including the Company, as it may determine in its sole discretion, provided, that (x) the Parent shall not nor shall the Parent cause or permit the Parent or any of its Subsidiaries to take any action or to make any operational changes for the purpose of intentionally reducing or eliminating any Earn-Out payments pursuant to this Section 3.3(i) (whether during the Earn-Out Period or thereafter) otherwise payable to the Former Company Stockholders and (y) until the date on which the aggregate amount of payments made pursuant to this Section 3.3(i) equal the Maximum Earn-Out Payment, the Parent shall not own, directly or indirectly, any Person whose business does not consist of a
Operations of the Business. During the Earn-Out Periods, the Parties acknowledge that Buyer and its Affiliates intend to use commercially reasonable efforts to operate the Business in accordance with the terms of the operating plan described in Exhibit 1.4(e), as such plan may be amended by the mutual agreement of Buyer and Management (the “Operating Plan”). During the Earn-Out Period, management of the Business, which shall be Axxxxxx and/or Mxxxxx as long as each is employed by Buyer or its Affiliates (together or individually, as the case may be, “Management”), shall be responsible for managing the Business in accordance with the terms and conditions of the Employment Agreements. The Operating Plan sets forth a list of items or actions that, if taken by Buyer or its Affiliates without the consent of Management, will give Management the right to request an adjustment to EBITDA for the Earn-Out Periods adversely impacted by such item pursuant to Section 1.4(f). Subject to the rights of Sellers and Management under this Agreement and Management’s rights under the Employment Agreements, Buyer will have the right to operate the Business in accordance with its own commercially reasonable discretion, and Buyer is not under any obligation to provide any specific level of investment or financial assistance to the Business. Sellers acknowledge that the payment of any Earn-Out Payment is speculative and subject to, among other things, the future performance of the Business and the San Bernardino Facility and general economic conditions, which cannot be predicted with accuracy. Accordingly, Buyer makes no representations, warranties, covenants or guaranties as to future performance or the likelihood of any payments pursuant to this Section 1.4. Buyer shall, at all times during each Earn-Out Period, maintain separate books of account for each of the Business and the San Bernardino Facility for purposes of calculating payments to Seller's hereunder.
Operations of the Business. Except as set forth on Schedule 3.1(p) hereto, from the date of the Interim Balance Sheet through the date hereof the Company, in connection with the Business, has not:
(1) canceled or compromised any claims, or waived any other rights, or sold, transferred, abandoned or otherwise disposed of any assets or properties of the Business, other than in the ordinary course of business;
(2) made, or agreed to make any change in: (i) its accounting methods or practices; or (ii) its depreciation or amortization policies or rates;
(3) materially changed, or agreed to materially change, any of its business policies or practices that relate to the Business, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, budget policies or practices;
(4) entered into, or agreed to enter into, any lease (whether as lessor or lessee) on behalf of the Business, except in the ordinary course of business;
(5) granted or suffered, or agreed to grant or suffer, any Lien on any of the assets or properties of the Business being sold hereunder or incurred any indebtedness for borrowed money (except for the Permitted Liens);
(6) entered into or amended, or agreed to enter into or amend, any contract or other agreement pursuant to which the Company has agreed either: (i) to indemnify any party on behalf of the Business; (ii) to refrain from competing with any party with respect to the Business;
(7) sold, transferred or otherwise disposed of, permitted to lapse, or disclosed to any Person, any material Intellectual Property, except for disclosures in the ordinary course of business consistent with past practices and in furtherance of the interests of the Business;
(8) incurred or assumed, or agreed to incur or assume, any liability (whether or not currently due and payable) relating to the Business or any of its assets except in the ordinary course of business;
(9) entered into or amended, or agreed to enter into or amend, any material contract related to the Business (for purposes of this clause (9), a “material” contract is a contract providing for payments to or from the Company of at least $10,000 in the aggregate in any 12-month period) other than in the ordinary course of business; or
(10) agreed in writing or otherwise to take any actions described in this Section 3.1(p).
