Ordinary Conduct of the Business Sample Clauses

Ordinary Conduct of the Business. Except as permitted by the terms of this Agreement, from the date hereof to the Closing, SELLER will cause the Business to be conducted in the ordinary course consistent with past practice. Except as provided in this Agreement, SELLER shall not, without the prior written consent of BUYER:
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Ordinary Conduct of the Business. Except for matters contemplated by the terms of this Agreement (including any internal restructurings in connection with the Contribution), from the date of this Agreement to the Closing, Parent and Splitco shall cause the Business to be conducted in all material respects in the ordinary course and shall use their reasonable best efforts to preserve intact in all material respects the Business and relationships with third parties and employees of the Business. From the date of this Agreement to the Closing, Parent and Splitco agree to (i) manage any trade and consumer promotions and promotion activities or events in the ordinary course and (ii) take the actions set forth on Schedule 10.1(ii). Except as provided in this Agreement, Parent and Splitco shall not and shall cause their subsidiaries not to, without the prior written consent of RMT Partner (not to be unreasonably withheld):
Sample 1
Ordinary Conduct of the Business. Except as expressly permitted by the terms of this Agreement and except as would not reasonably be expected to have a Material Adverse Effect, from the date hereof to the Closing, or, to the extent applicable, the date of each Local Closing, Seller will cause the Product Line to be conducted in the ordinary course consistent with past practice. Without limiting the foregoing, except as expressly provided in this Agreement, Seller shall not, without the prior written consent of Buyer:
Sample 1
Ordinary Conduct of the Business. Except as expressly contemplated by the terms of this Agreement, from the date hereof to the Closing, such Seller will cause the portion of the Business owned by such Seller or any Subsidiary of such Seller to be conducted in the ordinary and usual course and use reasonable best efforts to preserve the properties, business and relationships of the Business with suppliers and customers of the Business. Except as provided in this Agreement and without limiting the foregoing, such Seller shall not, and shall not permit any Subsidiary of such Seller to, without the prior written consent of Buyer:
Sample 1
Ordinary Conduct of the Business. Except as expressly contemplated by the terms of this Agreement or the Conversion Plan Agreement, from the date of the Original Asset Purchase Agreement to the Closing, or the Toledo Plant Closing, as applicable, such Seller will cause the portion of the Business owned by such Seller or any Subsidiary of such Seller to be conducted in the ordinary and usual course and use reasonable best efforts to preserve the properties, business and relationships of the Business (including the Toledo Plant) with suppliers and customers of the Business (including the Toledo Plant). Except as provided in this Agreement or the Conversion Plan Agreement and without limiting the foregoing, such Seller shall not, and shall not permit any Subsidiary of such Seller to, without the prior written consent of Buyer:
Sample 1
Ordinary Conduct of the Business. Except as permitted by the terms of this Agreement, from the date hereof to the Closing, Seller and its Affiliates will use their commercially reasonable efforts to conduct the Business in the ordinary course consistent with past practice, and will not take any action inconsistent with this Agreement or with the consummation of the Closing. Seller and its Affiliates shall use their commercially reasonable efforts to preserve intact the Business and the Acquired Assets and to maintain relationships with third Persons to preserve the goodwill of the Business, including suppliers, distributors, brokers, co-manufacturers, customers and employees of the Business. Without limiting the generality of the foregoing, except as provided in this Agreement, Seller shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer:
Sample 1
Ordinary Conduct of the Business. Except as permitted by the terms of this Agreement or as may be necessary to comply with Applicable Law, from the date hereof to the Closing, Seller and its Affiliates will use their commercially reasonable efforts to conduct the Business in the ordinary course consistent with past practice and the historical growth of the Business, including the filing, maintenance and prosecution of Intellectual Property registrations and applications, and will not take any action inconsistent with this Agreement or with the consummation of the Closing. Seller and its Affiliates shall use their commercially reasonable efforts consistent with past practice to preserve intact the Business and the Included Assets and to maintain relationships with third Persons to preserve the goodwill of the Business, including, without limitation, suppliers, distributors, brokers, co-manufacturers, customers and employees of the Business. From the date hereof to the Closing, Seller shall give Buyer prompt written notice (and in any case within three (3) Business Days) if Seller or any of its Affiliates receives any written communication from any customer, distributor, supplier, broker or co-manufacturer named or required to be named on Schedule 3.7 of any intention to terminate or materially reduce purchases of Products from, sales of supplies to or the brokerage or co-manufacturer relationship with Seller, its Affiliates or the Business. Without limiting the generality of the foregoing, except as provided in this Agreement or as may be necessary to comply with Applicable Law (provided Seller promptly notifies Buyer in writing of any such action taken or not taken due to a requirement of Applicable Law), Seller shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer (not to be unreasonably withheld):
Sample 1
AutoNDA by SimpleDocs
Ordinary Conduct of the Business. Except as expressly contemplated by the terms of this Agreement or the Conversion Plan Agreement, from the date of the Original Asset Purchase Agreement to the Closing, or the Toledo Plant Closing, as applicable, such Seller will cause the portion of the Business owned by such Seller or any Subsidiary of such Seller to be conducted in the ordinary and usual course and use reasonable best efforts to preserve the properties, business and relationships of the Business (including the Toledo Plant) with suppliers and customers of the Business (including the Toledo Plant). Except as provided in this Agreement or the Conversion Plan Agreement and without limiting the foregoing, such Seller shall not, and shall not permit any Subsidiary of such Seller to, without the prior written consent of Buyer: (a) sell, assign or otherwise transfer or dispose of or abandon any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets (except for sales of finished goods inventory), or any assets that, but for any disposition, would constitute Windmill Intellectual Property, or, through the Toledo Plant Closing Date, any assets that, but for any disposition, would constitute the Toledo Plant or any portion thereof; (b) (i) pledge or grant any security interest in any of the Assets or Other Assets, or any of the Windmill Intellectual Property, in connection with the borrowing of money or for the deferred purchase of any property, or otherwise permit the imposition of a Lien on any of the Assets or Other Assets, or any of the Windmill Intellectual Property, other than Permitted Liens and (ii) through the Toledo Plant Closing Date, pledge or grant any security interest in any of the Toledo Plant, in connection with the borrowing of money or for the deferred purchase of any property, or otherwise permit the imposition of a Lien on any of the Toledo Plant, other than Permitted Liens and other than Liens which will be removed prior to the Toledo Plant Closing; (c) make any material changes in any coupon programs, trade promotion activities, discount, rebate, incentive, volume guaranty, non-employee performance policies or programs or similar programs, policies or activities related to the Business, institute any new coupon programs, trade promotion activities or discount, rebate, incentive, volume guaranty, non-employee performance policies or programs or similar programs, policies or activities pertaining to the ...
Sample 1

Related to Ordinary Conduct of the Business

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

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

  • Existence; Conduct of Business The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Insurance Business Any insurances or reinsurances falling within the definition of “contract of insurance” in Article 3(1) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001 together with insurances concluded under any contracts for insurance made by the Underwriting Agent where the Broker is the coverholder or the placing broker.

  • Business Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. Tenant shall deliver to Landlord true and correct copies of the following documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

Time is Money Join Law Insider Premium to draft better contracts faster.