Ordinary Course Operations. (a) Except as expressly contemplated or required by this Agreement, as may be required by applicable law or as set forth in Schedule 8.1(a), or to the extent Buyer otherwise consents in writing, from the Effective Date until the Closing or the date on which this Agreement is terminated (the “Termination Date”), Eldorado shall, subject to Section 11.21 hereof, use commercially reasonable efforts to cause Seller to (i) conduct its business and operate the Property in the ordinary course of business consistent with past practice and in compliance with law, except to the extent that Non-CPLV Lease Tenant would be permitted to not do the same under the Amended Non-CPLV Lease as if the Non-CPLV Lease Amendment were in effect, (ii) cause the existing certificate of occupancy for the Real Property to remain in effect through Closing, (iii) use commercially reasonable efforts to preserve intact its business organization and maintain its existing relations with customers, suppliers, landlords, tenants, creditors, licensors, licensees, business partners, officers, key employees, consultants, insurers and others having business dealings with it, in each case, in all material respects, except to the extent that Non-CPLV Lease Tenant would be permitted to not do the same under the Amended Non-CPLV Lease as if the Non-CPLV Lease Amendment were in effect; provided, however, that no action relating to the subject matter of any of the clauses of Section 8.1(b) that is permitted to be taken by Seller without the consent of Buyer, shall be deemed a breach of this Section 8.1(a).
(b) Eldorado agrees that from the Effective Date until the Termination Date, except as expressly contemplated or required by this Agreement, as may be required by applicable Law or as set forth in Schedule 8.1(b), without the prior written consent of Buyer, it will, subject to Section 11.21 hereof, use commercially reasonable efforts to cause Seller not to:
(i) sell, transfer, dispose of, grant or otherwise authorize the sale, transfer, lease, disposition or grant of any of the Property;
(ii) (A) modify or rescind any material license, franchise, Permit or authorization of a Governmental Authority or (B) fail to make capital expenditures at the Property required under any Gaming Law or by any Gaming Authority, except, in the case of each of (A) and (B), to the extent that Seller, solely in its capacity as tenant under the Amended Non-CPLV Lease, would be permitted to do the same under the terms of the...
Ordinary Course Operations. The parties contemplate and agree that the Non-Mississippi Business and the Mississippi Business, including, but not limited to, the administration, payment and collection of accounts payable and accounts receivable, will be conducted in the ordinary course of business and consistent with past practice prior the Distribution Date.
Ordinary Course Operations. The parties contemplate and agree that the Gaming Business and the Retained Business, including, but not limited to, the administration, payment and collection of accounts payable and accounts receivable, will be conducted in the ordinary course of business and consistent with past practice prior the Distribution Date.
Ordinary Course Operations. Except as set forth in Section 3.9 of the Target Disclosure Letter, since December 31, 2006, Target and each of its Subsidiaries has conducted its business in the ordinary course, consistent with past practice. Except as set forth in Section 3.9 of the Target Disclosure Letter, since January 1, 2007, no Target Material Adverse Effect has occurred.
Ordinary Course Operations. To the best of Seller's -------------------------- knowledge, since January 1, 2000, (i) no Partnership has operated or in any manner dealt with, incurred obligations with respect to, or undertaken any transactions relating to, the Properties of such Partnership other than in the ordinary course of business consistent with past practice and (ii) none of the Properties has suffered any material destruction, damage, or loss (except depreciation of equipment through ordinary wear and tear) or been subjected by any Partnership to any mortgage, lien, encumbrance, claim, or security interest that has not previously been disclosed to representatives of Buyer or that would constitute a Material Adverse Effect.
Ordinary Course Operations. Except as otherwise set forth in the Credit Agreement, the Loan Parties shall continue to operate in the ordinary course of business until all obligations to the Agent and Lenders are satisfied in full or as otherwise consented to by the Agent and Lender in their sole and absolute discretion.
Ordinary Course Operations. Since January 1, 2019, through the date of this Agreement, the business of the Company and its Subsidiaries has been conducted, in all material respects, in the ordinary course of business.
Ordinary Course Operations. Prior to Closing, Seller shall not, directly or indirectly, take any actions with the purpose of making more likely any Earn-Out Payment to be required to be paid hereunder where such Earn-Out Payment would not otherwise be required to be paid in the ordinary course of business. Following Closing, Purchaser shall not, directly or indirectly, take any actions with the purpose of making less likely any Earn-Out Payment to be required to be paid hereunder where such Earn-Out Payment would otherwise be required to be paid in the ordinary course of business. Subject to the terms of this Agreement (including the preceding sentence) and the other Transaction Documents, following the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business and has no obligation to operate the Business in order to achieve any Earn-Out Payment.
Ordinary Course Operations. 16 Section 4.20.
Ordinary Course Operations. Since its respective formation date, each Purchased Entity has been operated, and has conducted its business, in the Ordinary Course of Business.
