Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and consistent with past practice. Seller shall maintain the Purchased Assets, the Real Estate and Assumed Liabilities consistent with past practice and shall comply in a timely fashion with the provisions of all Contracts and Permits and its other agreements and commitments. Seller shall use its best efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.
Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and Seller shall cause the Leased Premises to be maintained in good operating condition and repair. Seller shall maintain and repair the Purchased Assets (including HVAC) in accordance with professional standards and the repair and maintenance schedules (including preventative maintenance) recommended by the respective manufacturers of the Cinemas of the Purchased Assets (including HVAC) located at the Leased Premises. Seller shall not defer any repairs or scheduled maintenance, or cancel or modify any Agreement with respect to the Purchased Assets without written notice to Buyer. Seller shall comply in a timely fashion with the provisions of all Permits and its other agreements and commitments applicable to the Cinema. Seller shall use good faith, commercially reasonable efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.
Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and consistent with past practice. Seller and Xx. Xxxxxx shall maintain the Purchased Assets and the Leased Real Estate consistent with past practice and shall comply in a timely fashion with the provisions of all Permits and its other agreements and commitments. Seller shall use its best efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.
Ordinary Course; Compliance. The Business shall be conducted in the ordinary course and substantially consistent with past practice. RLI shall use reasonable best efforts to maintain its property, equipment and other assets consistent with past practice and shall comply timely in all material respects with the provisions of all its leases, agreements, contracts and commitments in connection with the Business or its assets.
Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and consistent with past practice. National shall maintain its property, equipment and other assets consistent with their present condition, ordinary wear and tear excepted, and shall comply in a timely fashion with the provisions of all Contracts, Permits and Laws and its other agreements and commitments. National shall use its best efforts to keep its business organization intact, keep available the services of its present employees and preserve the goodwill of its referring physicians, suppliers, customers and others having business relations with it. National shall maintain in full force and effect the policies of insurance disclosed on Schedule 3.21, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.
Ordinary Course; Compliance. The Business shall be conducted only in --------------------------- the ordinary course and consistent with past practice. The Company shall maintain its property, equipment and other assets consistent with past practice and shall comply in a timely fashion with the provisions of all Contracts and Permits and its other agreements and commitments. The Company shall use its best efforts to keep its business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, customers and others having business relations with it. The Company shall maintain in full force and effect the
Ordinary Course; Compliance. The Business shall be conducted in the ordinary course and substantially consistent with past practice. DSI shall use reasonable best efforts to maintain its property, equipment and other assets consistent with past practice and shall comply timely in all material respects with the provisions of all its leases, agreements, contracts and commitments in connection with the Business or its assets.
Ordinary Course; Compliance. The Business shall be conducted in the ordinary course and substantially consistent with past practice. ADLT and each of its subsidiaries shall use reasonable best efforts to maintain its property, equipment and other assets consistent with past practice and shall comply timely in all material respects with the provisions of all its leases, agreements, contracts and commitments in connection with its business or assets.
Ordinary Course; Compliance. The Company shall, and Seller shall cause the Company to, conduct the Company's operations and business, and administer the Company's affairs, only in the ordinary course, consistent with past practice and in accordance with the Schools' current business plan (as applicable). The Company shall, and Seller shall cause the Company to, take reasonable actions to maintain the property, equipment and other assets of the Company in substantially the same condition as such assets existed on the date of this Agreement and consistent with past practice. The Company shall, and Seller shall cause the Company to, subject to available resources, comply in a timely fashion with the provisions of all the Company's agreements and commitments. The Company shall, and Seller shall cause the Company to, keep the Company's business organization intact, maintain all licenses and accreditation, keep available the services of the Company's present employees and preserve the goodwill of the Company's employees, students, suppliers and others having relations with the Company. The Company shall, and Seller shall cause the Company to, maintain in full force and effect the policies of insurance listed on Schedule 2.23, subject only to variations required by the ordinary operations of the Company, or else shall obtain or cause to be obtained, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing. Without limiting the generality of the foregoing, the Company shall, and Seller shall cause the Company to, maintain current levels of advertising and other student recruitment efforts and student enrollment standards, to maintain the Schools' curricula and academic programs, and to comply with regulatory and accreditation requirements.
Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and consistent with past practice. Without limiting the foregoing, Sellers shall not accelerate any income or defer any expenses that would increase EBITDA during the remainder of the Measurement Period in any manner inconsistent with historical results or that would in any way cause EBITDA to be unsustainable after the Measurement Period. Sellers shall maintain the Purchased Assets and Assumed Liabilities consistent with past practice and shall use commercially reasonable efforts to comply in a timely fashion with the provisions of all Contracts, Governmental Authorizations and Legal Requirements applicable to Sellers and the Business. Sellers shall use commercially reasonable efforts to keep the Business organization intact, keep available the services of their present employees and preserve the goodwill of their suppliers, customers and others having business relations with Sellers. Sellers shall maintain in full force and effect the policies of insurance disclosed on Schedule 4.17, subject only to variations required by the ordinary operations of the Business. In the alternative, Sellers shall obtain prior to the lapse of any such policy substantially similar coverage with insurers of recognized standing. XxxxxXxx Xxxxxxxxxxxx
