Ordinary Course of Business Covenant. Unless the Buyer otherwise consents in writing, each Target Entity and, to the extent relevant, BGL, shall carry on the BDE Business in the ordinary course between the date of this Agreement and Completion.
Ordinary Course of Business Covenant Sample Clauses
Related to Ordinary Course of Business Covenant
Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;
Regular Course of Business Each Seller Company shall (a) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.
Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:
Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.
Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):
Certain Business Relationships With Affiliates No Affiliate of the Parent or of any of its Subsidiaries (a) owns any property or right, tangible or intangible, which is used in the business of the Parent or any of its Subsidiaries, (b) has any claim or cause of action against the Parent or any of its Subsidiaries, or (c) owes any money to, or is owed any money by, the Parent or any of its Subsidiaries. Section 3.26 of the Parent Disclosure Schedule describes any transactions involving the receipt or payment in excess of $1,000 in any fiscal year between the Parent or any of its Subsidiaries and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Parent Financial Statements.
OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.
Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.
Transactions with Affiliates; Other Transactions In performing its obligations under this Agreement, the Administrator may enter into transactions or deal with any of its Affiliates. This Agreement will not prevent the Administrator or its Affiliates from engaging in other businesses or from acting in a similar capacity as an administrator for any other Person even though that Person may engage in activities similar to those of the Issuer.
Relationships with Affiliates The Series may enter into any agreement or contract with the Manager, any Affiliate of the Manager, any other series, any Member, any Affiliate of a Member or any agent of the Manager or the Series without the prior approval of any Member, provided that the agreement or contract must be substantially on terms as would be contained in a similar agreement or contract entered into by the Series as the result of arm’s-length negotiations from a comparable unaffiliated and disinterested third party. Each Member acknowledges that each relationship among the Series, the Manager and/or any Affiliate thereof that is described in any Company budget or other document satisfies the requirements of this Section 4.9.
