Operations until Closing. Except as otherwise provided in this Agreement or unless otherwise agreed or consented to in writing by the Purchaser, the Vendor shall from the date of this Agreement up to the Closing:
Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing:
(a) not allow his or its interest in the Royalties to become subject to any Encumbrance;
(b) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, his or its interest in the Royalties;
(c) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreements or Permit, or obtain any additional Permit in connection with the Royalties except:
(i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and DM_VAN/237461-00001/6307131.3
(ii) any additional Permits required so as to maintain the Royalties;
(d) use all reasonable efforts to ensure that his or its representations and warranties in this Agreement are true and correct at the Closing and that the conditions of the Purchaser in section 6.1 and the mutual conditions in section 6.3 are fulfilled at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any of his or its representation or warranty being untrue or incorrect or in any condition of the Purchaser in section 6.1 or mutual condition in section 6.3 being unfulfilled at the Closing, and Hunter shall provide to the Purchaser, its employees, representatives and agents, full access during normal business hours to its personnel and its facilities and properties relating to the Royalty and to the Books and Records and to all, or true copies of all, title documents, Royalties Agreements, Encumbrances, Permits, Contracts and other documents relating to the Royalties, and furnish them with all such information relating to the Royalties as the Purchaser from time to time reasonably requests; it being acknowledged and agreed by the each of the Vendors that no investigation made by the Purchaser or any of its employees, representatives or agents shall have the effect of waiving or diminishing the scope of, or otherwise affect the Purchaser’s right to rely on, any representation or warranty made by each of the Vendors in this Agreement or in any document, instrument or agreement delivered pursuant to this Agreement.
Operations until Closing. Except as expressly otherwise provided in this Agreement or as may be otherwise required by any Governmental Authority having jurisdiction of Company, unless otherwise agreed or consented to in writing by HBI, which agreement or consent shall not be unreasonably withheld or delayed, from the Agreement Date to the Closing:
Operations until Closing. Between the date of this Agreement and the Closing Date, the Seller shall:
5.1.10.1 Carry on its business and operate the Stores in the ordinary and normal course of business and maintain normal levels of rental and sell-through inventory and equipment; and specifically, Seller shall continue to purchase “new release” video cassette tape, DVD, and video game inventory, music CDs and cassettes and books consistent with its present and prior operation of the Stores. On the Closing Date, Seller shall transfer to Purchaser a full complement of rental and sell-through video cassette tapes, DVDs, video games, music CDs and cassettes and books, as is customary with Seller’s operations at Stores prior to the date hereof, but in no event less than the quantity of video cassette tapes, DVDs, video games, music CDs and cassettes and books at the Stores which is set forth in Schedule 1.1.2.
5.1.10.2 Maintain the Assets in as good working order and condition as at present, ordinary wear and tear excepted.
5.1.10.3 Perform all material obligations under agreements relating to or affecting its Assets, properties and rights.
5.1.10.4 Keep in full force and effect until Closing present insurance policies or other comparable insurance coverage.
5.1.10.5 Not, without Purchaser’s consent, enter into any contracts or obligations, other than those normal consumer contracts in the ordinary course of business, which by their terms would either necessitate or, require as a practical business matter, assumption of or action by Purchaser after the Closing Date.
5.1.10.6 Not sell, assign, lease or otherwise transfer or dispose of the Assets except in the ordinary course of business. Sales of used/previously viewed video cassette tapes, DVDs and video games shall be consistent with Seller’s prior operations.
5.1.10.7 Not enter into any employment contracts which are not terminable at will.
Operations until Closing. 6.1 From the Signing Date until Closing, except as required by the transactions contemplated by this Agreement or with the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), the Seller will procure that the Group continues to operate in the ordinary course of business in accordance with past practice and that each of the Group Companies:
(a) does not enter into any contract that would inhibit Closing;
(b) does not change its Corporate Documents, unless such change is required by applicable law provided that any such amendments shall be notified in writing to the Buyer in advance, or pass or adopt any resolutions inconsistent with them;
(c) does not issue any of its equity securities or other securities of any nature convertible into its equity securities;
(d) does not create, grant or issue any right to subscribe for or acquire any of its equity securities;
(e) does not declare or make a dividend or other distribution to shareholders;
(f) does not grant any mortgage, charge or other security over any of its material assets or give or agree to give any material guarantee or indemnity, except for guarantees and indemnities given in the ordinary course of business;
(g) does not acquire or dispose of any asset (not being an acquisition or disposal in the ordinary course of business and on arm’s length terms) and does not acquire by merger or consolidation with, purchase equity interests of or purchase substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merge or consolidate with any Person, in each case to the extent such acquisition, disposition, investment, merger or consolidation is material to the Group as a whole;
(h) does not assign, license or charge any of its material Intellectual Property other than in the ordinary course of business;
(i) maintains, defends and diligently pursues applications for any of its material Intellectual Property in accordance with past practice;
(j) does not discontinue or cease all or any material part of its business, or dissolve or enter into any plan of liquidation or dissolution or similar proceeding, or resolve to do any of the foregoing;
(k) maintains in all material respects the Group’s insurance policies on the existing terms and conditions;
(l) does not make any material change to the Accounting Principles by reference to which the Annual Report is drawn up except as required by reason of a concurrent change in IFRS as...
Operations until Closing. Between the date of this Agreement and the Closing Date, Prosoft shall (and, as applicable, shall cause each of its Subsidiaries to):
5.1.12.1 Operate in the Ordinary Course of Business, including the securing and providing of funding necessary to sustain operations at the current level. In the event that Prosoft determines in its reasonable judgment that it does not have the working capital to continue to operate in the Ordinary Course of Business, then Prosoft shall immediately notify VCampus of such determination;
5.1.12.2 Use Prosoft’s best efforts to maintain the Acquired Assets in as good working order and condition as at present, ordinary wear and tear excepted;
5.1.12.3 Use Prosoft’s best efforts to preserve Prosoft’s business and preserve Prosoft’s present relationships with suppliers, customers and others having business relationships with Prosoft;
5.1.12.4 Keep in full force and effect until Closing present insurance policies or other comparable insurance coverage;
5.1.12.5 Cause to be paid when due all taxes, license fees, trade accounts and costs of expenses of operation and maintenance of the Acquired Assets incurred through Closing;
5.1.12.6 Not, without VCampus’ prior written consent, enter into any material contracts or obligations (other than normal customer contracts in the Ordinary Course of Business); provided, however, that Prosoft shall be entitled to continue ordering inventory in the Ordinary Course of Business;
5.1.12.7 Not, without VCampus’ prior written consent, materially modify, amend, cancel or terminate any of its existing contracts or agreements;
5.1.12.8 Not sell, assign, lease or otherwise transfer or dispose of any of the Acquired Assets except in the Ordinary Course of Business; provided, however, that VCampus consents to Prosoft’s sale prior to the Closing Date of certain intellectual property to Prosoft Training Japan, Inc., a Japanese corporation, as set forth in the “Letter of Intent—Copyright and Licensing Transfer Agreement” (the “PTJ Transaction”), and subject to the Purchase Price Adjustment provided therefor in Section 2.3(a).
5.1.12.9 Not enter into any employment contracts which are not terminable at will; and
5.1.12.10 Not settle for less than full payment any Retained Liabilities (or other liabilities arising between the date hereof and the Closing Date, which VCampus may elect to include as an additional Retained Liability at Closing) in excess of $2,500 individually or $10,000 in the aggregate, without th...
Operations until Closing. Except as otherwise provided in this Agreement or as otherwise agreed in writing by the Purchaser, each Vendor shall from the date of this Agreement up to the Closing:
(a) use reasonable commercial efforts to preserve the Vendor’s Royalties;
(b) not to take any action which would cause any of the Vendor’s Royalties to become subject to any Encumbrance;
(c) not sell, lease, license, transfer or otherwise dispose of, or agree to sell, lease, license, transfer or otherwise dispose of, any of the Vendor’s Royalties;
(d) make all tax, governmental and other filings, if any, required to be made by the Vendor in respect of the Vendor’s Royalties in a timely fashion; and
(e) not, without the prior written consent of the Purchaser, amend or vary any Royalty Agreement or Permit, or obtain any additional Permit in connection with any of its Royalties except:
(i) renewals or replacements of any of the Permits on substantially the same terms and conditions; and
(ii) any additional Permits required so as to maintain the Royalties.
Operations until Closing. Between the date of this Agreement and the Closing Date, and subject to the availability of financing, the Seller shall:
5.1.9.1 Operate in the ordinary and normal course of business, including, but not limited to, maintaining normal levels of inventory.
5.1.9.2 Use Seller's reasonable best efforts to maintain the Assets in as good working order and condition as at present, ordinary wear and tear excepted.
5.1.9.3 Keep in full force and effect until Closing present insurance policies or other comparable insurance coverage.
5.1.9.4 Not, without Purchaser's consent, enter into any contracts or obligations, other than those in the normal and ordinary course of business.
5.1.9.5 Not sell, assign, lease or otherwise transfer or dispose of the Assets except in the normal and ordinary course of business.
5.1.9.6 Not enter into any employment contracts which are not terminable at will.
Operations until Closing. Until the Closing, Seller has caused the Assets to be operated in a prudent manner, consistent with past practice, in compliance with applicable law and the Leases and Material Agreements, and has not made any significant commitment with respect to the Assets or elected to participate or not to participate in the drilling, completing, reworking, or plugging of any well on the Leases or amended or waived any right under or entered into any material contract or made any significant change in the marketing of production from the Wxxxx or created any Encumbrance on the Assets or sold or disposed of any portion of or interest in the Assets (other than the sale of Oil and Gas in the ordinary course of business). Seller has kept Buyer promptly informed regarding all material developments relating to the Assets.
Operations until Closing. Between the date of this Agreement and the Closing Date the Seller shall:
5.1.9.1 Operate the Stores in the ordinary and normal course of business, including, but not limited to, maintaining normal levels of inventory and equipment and continuing to purchase normal levels of new release and sell-through inventory ("Normal Course of Business"), subject to the continued availability of working capital. To the extent that Seller obtains any such inventory post-petition from Rentrak, such Post-Petition Rentrak Inventory shall be leased by Seller on an individual title-by-title basis, pursuant to individual agreements with Rentrak ("Individual Rentrak Agreements"), which agreements shall be on essentially the same terms as the Existing Rentrak Agreement. In addition, Seller shall provide Purchaser with a copy of its new release pre-orders for the six (6) months prior to this Agreement and each month thereafter through the date of Closing. In the event that Seller determines in its reasonable judgment that it does not have the working capital to continue to operate the Stores in the Normal Course of Business, then Seller shall immediately notify Purchaser of such determination. On the Closing Date, Seller shall transfer to Purchaser a full complement of rental and sell- through tapes as is customary with Seller's operations at the Stores prior to the date hereof but in no event less than 625,000 video cassette tapes and games, digital video discs, audio books and laser discs; provided, however, that said minimum number of 625,000 may be reduced in proportion to the reduction in the purchase of inventory resulting from any reduction in the number of Stores purchased and consequent reduction of the Purchase Price as set forth in 2.1.2, 2.1.3 and 2.1.4; and provided further that Seller shall not be obligated to purchase and take delivery of any tapes and/or games after Closing.
5.1.9.2 Use Seller's reasonable best efforts to maintain the Assets in as good working order and condition as at present, ordinary wear and tear excepted.
5.1.9.3 Keep in full force and effect until Closing present insurance policies or other comparable insurance coverage.
5.1.9.4 Not, without Purchaser's consent, enter into any contracts or obligations, other than those normal consumer contracts in the ordinary course of business, which by their terms would either necessitate or, require as a practical business matter, assumption of or action by Purchaser after the Closing Date; provided, h...
