Pre-Closing Conduct of Business. Between the date of this Agreement and the Closing Date, each Seller shall (and the Seller Principal shall cause each Seller to) operate the Business and perform its obligations under all Contracts and agreements relating to the Business in the usual and ordinary course of business and in accordance with existing policies and past practices, except as expressly contemplated by this Agreement. Without limiting the generality of the foregoing, no Seller shall (without the prior written consent of the Buyer, which it may withhold in its sole discretion):
(i) engage in any transaction outside the ordinary course of business;
(ii) incur or commit to incur any indebtedness for borrowed money, or incur any other indebtedness outside the ordinary course of business consistent with past practice as disclosed by the Sellers in writing to the Buyer;
(iii) assume, guarantee, endorse, or otherwise become responsible for the obligations of any other Person or make any loans or advances to any Person, except in the ordinary course of business consistent with past practice as disclosed by the Sellers in writing to the Buyer;
(iv) issue, sell, pledge, lease, dispose of, encumber, or authorize the issuance, sale, pledge, lease, disposition, or encumbrance of (i) any shares of capital stock of any class or any other equity interest or any options, warrants, convertible securities, or other rights of any kind to acquire any shares of capital stock or equity interest, or any other ownership interest, of such Seller, or (ii) any assets that are material, individually or in the aggregate, to the Business except for the sales of Inventory or repair or rental of equipment in the ordinary course of business and in a manner consistent with past practice as disclosed by the Sellers in writing to the Buyer;
(v) incur any obligations for capital expenditures or purchase any fixed assets other than in the ordinary course of business and in a manner consistent with past practice as disclosed by the Sellers in writing to the Buyer;
(vi) make any payments for the benefit of any Seller Principal, including payments of any kind in respect of any Excluded Assets;
(vii) grant or pay any bonus, increases in compensation, incentive compensation, or other employee benefit to, or enter into any contract with, its officers or its employees;
(viii) initiate, settle, or compromise any material claims or litigation, enter into, modify, amend, or terminate any Contract or, except in the ordinary and us...
Pre-Closing Conduct of Business. From and after the date of this Agreement and up through the Closing or termination of this Agreement, Seller will use commercially reasonable efforts to cause the Company to conduct the Company’s business in the normal and ordinary business course, acknowledging that the Company is in the process of being sold and Seller is in Administration. No liability or obligation under or arising out of the Section 5.2 shall survive Closing and Buyer waives any such right upon Closing.
Pre-Closing Conduct of Business. During the Transition Period:
(a) Seller shall conduct the Business in the ordinary course, except that (i) Seller shall be entitled to exercise its rights and perform its obligations hereunder, in accordance herewith; (ii) Seller shall consult with Buyer with respect to the allocation of Employees to projects and other tasks; (iii) Seller shall obtain Buyer’s written approval prior to entering into any new contracts for the performance of aircraft maintenance or disassembly services at the Leased Premises or to amending any Contracts; and (iv) Seller shall obtain Buyer’s written approval prior to engaging any subcontractor to perform aircraft maintenance or disassembly services at the Leased Premises. In the event that Seller makes any expenditures during the Transition Period that are not specifically listed on Schedule 7 as a component of the Transition Period Loss, Buyer and Seller shall include such expenditure in the calculation of the Transition Period Loss if such expenditure was made in the ordinary course of the Business and falls within the categories of expenses included in the Transition Period Loss calculation; provided, however, that Buyer may dispute, by written notification to Seller, that any such expenditure falls within the requirements of this Section 5(a) and thereafter Buyer and Seller shall negotiate in good faith to resolve the dispute. Anything herein to the contrary notwithstanding, any expenditure of Seller not specifically listed on Schedule 7 and not otherwise qualifying for inclusion in the Transition Period Loss calculation shall be solely for Seller’s account.
(b) Seller shall account for its revenues, expenses, gains and losses in accordance with past practice and generally-accepted accounting practices, consistently applied.
(c) Buyer and Seller shall cooperate with each other to (i) achieve a smooth transition of the Business from Seller to Buyer, (ii) maximize satisfaction of Seller’s customers, (iii) minimize any liability Seller may have with respect to the termination of its operations in Goodyear, Arizona, (iv) minimize any Transition Period Losses, (v) minimize any taxes resulting from the transactions contemplated hereunder, and (vi) transfer Seller’s FAA Part 145 Repair Station Certificate to Buyer.
Pre-Closing Conduct of Business. Except as expressly contemplated herein (including in Schedule 5.2 and Section 5.3) or as otherwise consented to in writing by Buyer, from the date of this Agreement through Closing, Sellers and each Acquired Company will and will cause each Acquired Company to conduct the business of such Acquired Company in its Ordinary Course of Business and cause each Acquired Company not to do any of the following:
(a) issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of any Acquired Company or Company Subsidiary or right to any such equity interest;
(b) except in its Ordinary Course of Business and except for distributions to any other Acquired Company, make any purchase, sale, or disposition or abandonment of any asset, property or right (including by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, any other Person) that would be material to any Acquired Company or the Acquired Companies taken as a whole;
(c) grant any Encumbrance on any material asset, property or right, other than a Permitted Encumbrance;
(d) become a guarantor with respect to any obligation of any other Person, other than any other Acquired Company, or assume any obligation of any such Person for borrowed money;
(e) incur any indebtedness for borrowed money, other than indebtedness to any other Acquired Company, that cannot be prepaid at any time without penalty;
Pre-Closing Conduct of Business. Except as expressly contemplated herein or in Schedule 5.2 or as otherwise consented to in writing by Parent, from the date of this Agreement through Closing, Sellers and the Company shall and will cause the Company to conduct the business of the Company in its Ordinary Course of Business and cause the Company not to do any of the following:
(a) issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of the Company or any Company Subsidiary or right to any such equity interest;
(b) except in its Ordinary Course of Business and except for distributions to the Company, make any purchase, sale, or disposition or abandonment of any asset, property or right (including by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, any other Person) that would be material to the Company;
Pre-Closing Conduct of Business. Seller covenants and agrees that, except as described in Schedule 5.02, between the Effective Date and the Closing, Seller shall cause the Company and each Operating Subsidiary to, (a) conduct the Business in all material respects in the Ordinary Course of Business and (b) use its commercially reasonable efforts to preserve intact in all material respects the business organization of the Business.
Pre-Closing Conduct of Business. Except as specifically contemplated by this Agreement, during the period from the date hereof to the Closing, Seller shall use its Commercially Reasonable Efforts to conduct its operations in the ordinary course of business consistent with past practice in all material respects. The term “pre-Closing covenant” refers to a covenant to the extent applicable to a period prior to the Closing.
Pre-Closing Conduct of Business. Between the date of this Agreement and the Closing Date, (i) Seller will operate the Business and perform its obligations under all Contracts relating to the Business in the usual and ordinary course of business and in accordance with existing policies and past practices, except as expressly contemplated by this Agreement and (ii) Seller shall not, without the prior written consent of Buyer, take any action that if taken prior to the date of this Agreement would be required to be set forth on Schedule 4.7.
Pre-Closing Conduct of Business. During the period from the date of this Agreement and continuing through the earlier to occur of the Closing or the termination of this Agreement pursuant to Section 10 (the “Interim Period”), except (A) as expressly contemplated by this Agreement (including the Restructuring) and actions constituting Permitted Leakage, (B) as set forth in Schedule 5.2, (C) as may be required by applicable Laws and Regulations or (D) with the prior written consent of Purchaser, the BlueMountain Operating Companies shall and shall cause the BlueMountain Subsidiaries to (i) conduct in all material respects their business in the ordinary course consistent with past practice and (ii) use their reasonable best efforts to preserve intact their material business and rights, franchise, goodwill and relationships with all Clients (including the BlueMountain Funds), investors, landlords, employees and other Persons having business relationships with them; provided that (x) subject to compliance with clause (i) hereof, any change in Clients, assets under management or Client revenues shall not constitute a breach of this clause (ii), with such matters governed exclusively by Sections 1.3 and 7.4, and (y) the obligations of the parties to obtain consent from any Clients shall be governed exclusively by Section 5.3. To facilitate the fulfillment of the BlueMountain Operating Companies’ obligations under the first sentence of this Section 5.2, the Purchaser will consult with the BlueMountain Operating Companies from time to time during the Interim Period upon the request of the BlueMountain Operating Companies, and the BlueMountain Operating Companies will be deemed not to have violated their obligations under this Section 5.2 with respect to actions taken by them in reliance upon such consultations. Without limiting the generality of the foregoing, except (1) as expressly contemplated by this Agreement (including the Restructuring) and actions constituting Permitted Leakage, (2) as may be required by applicable Laws and Regulations, (3) as set forth in Schedule 5.2 or (4) with the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed), the BlueMountain Operating Companies shall not and shall cause each BlueMountain Subsidiary not to:
(a) merge with or into or consolidate with any other Person, adopt a plan or agreement of complete or partial liquidation, liquidate, dissolve, restructure or recapitalize, make a voluntary assignment for the benefit o...
Pre-Closing Conduct of Business. (a) Conduct of Business Prior to Closing. Except as otherwise expressly contemplated herein (including Section 6.4(c)) or as otherwise consented to in writing by Buyer (which consent will not be unreasonably withheld, conditioned, or delayed), from the date hereof through Closing, the Company will, and Seller will cause the Company to (i) conduct the Business only in the Ordinary Course of Business, and (ii) use commercially reasonable efforts to preserve the present operations, organization, business relationships, and goodwill of the Company and the Business. Additionally, from the date hereof until Closing, Seller will not transfer or solicit the employment by Seller or its Affiliates (other than the Company) of any individual employed by the Company as of the date hereof.
