Operations of the Sellers Sample Clauses

Operations of the Sellers. Except as set forth on Schedule 4.15, since June 30, 2006, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.15, since June 30, 2006, each Seller has operated its portion of the Businesses in the ordinary course of business consistent with past practice, and during such time period, neither Seller has: (a) sold, leased, transferred, or assigned any of its material assets, other than for a fair consideration in the ordinary course of business; (b) entered into any Material Contract outside the ordinary course of business; (c) accelerated, terminated, made material modifications to, or cancelled any Material Contract in any material respect; (d) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property Right, other than to a Franchisee pursuant to a Franchise Agreement entered into in the ordinary course of business; (e) made any capital expenditure (or series of related capital expenditures) either involving more than $5,000, individually, or $15,000, in the aggregate, or outside the ordinary course of business; (f) engaged in any sales or promotional discount or other similar activities with customers (including, without limitation, materially altering credit terms) other than any such activities undertaken in accordance with the terms of its current Franchise Agreements; (g) delayed or postponed the payment of any accounts payable, other payables, expenses or other liabilities (including marketing or promotional expenses), or accelerated the collection of or discount any Accounts Receivable or otherwise accelerated cash collections of any type other than in the ordinary course of business and in an amount not greater than $5,000 in the aggregate; (h) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the ordinary course of business and liabilities under Contracts (other than liabilities for breach) entered into in the ordinary course of business; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business; (j) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (k) become liable for a...

Operations of the Sellers. From the date of this agreement through the Closing Date: (a) Sellers shall operate their businesses in the usual and ordinary course and substantially consistent with past practices, subject to the requirements of the Bankruptcy Court and the Bankruptcy Code. (b) Sellers shall not, except in the ordinary course and substantially consistent with past practice, (i) enter into any agreement or other transaction or incur any liability or obligation that is material to the business or operations of the Sellers or (ii) sell or transfer any of the Assets other than assets that have worn out or been replaced with other assets of equal or greater value. (c) Sellers shall not grant or agree to grant any increase in any rate or rates of salaries or compensation or other benefits or bonuses payable to employees of the Sellers. None of the Sellers shall grant or agree to effect any changes in its management personnel, policies or employee benefits. (d) Except as set forth on schedule 6.2(d), Sellers shall not pay any prepetition claims against the estate unless approved in writing by the Buyer and approved by the Bankruptcy Court. Notwithstanding the foregoing, subject to Bankruptcy Court approval, the Sellers may adopt a Stay-Bonus and Severance Plan to incentivize management to remain with the Sellers until the Closing Date and a Performance Bonus Plan on the terms described on schedule 6.2(c).

Operations of the Sellers. Except as set forth on Schedule 4.28, since the Balance Sheet Date no Seller has: (a) waived any material right under any Material Contract; (b) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it with respect to the Business; (c) materially changed any of its business policies with respect to the Business or the Assets, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (d) made any acquisition of all or any part of the properties, capital stock or business of any other person that are included in the Business and/or the Assets; (e) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Material Contract; (f) made any material capital expenditures (or series of related capital expenditures) in connection with the Business or the Assets outside the ordinary course of business; (g) sold, transferred or made any other disposition of any of the inventory or other assets of the Business other than in the ordinary course of business, consistent with past practice; (h) engaged in any other material transaction involving the Business other than in the ordinary course of business; (i) suffered any losses, whether insured or uninsured and whether or not in control of any Seller, in excess of $50,000 in the aggregate, or waived any material rights of any value, in each case in respect of the Business or any of the Assets; (j) made any material changes in compensation of any US Employee or UK Employee; (k) authorized or issued recall notices for any of the Business Products or initiated any safety investigations; or (l) received written notice of any litigation, warranty claim or products liability claim involving the Business.