Regular Course of Business. The Seller will carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not institute any new methods of management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment, except in the usual and ordinary course of business and consistent with past practice as limited by the more restrictive provisions of this Agreement, where applicable, or as otherwise specifi cally contemplated by this Agreement and not in violation thereof.
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.
Regular Course of Business. Between the date of this Agreement and the Closing Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will:
Regular Course of Business. Except as otherwise specified in this Agreement, in the Protocol, if required by XXXX or if necessary to close the Transaction, from the date hereof and until the Closing date, each of the Companies agrees to conduct its operations in observance of the regular course of their respective businesses and/or carried out in their best interest in view of the market circumstances, and refrain from committing acts that may materially affect their businesses or operations.
Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
Regular Course of Business. The Seller will operate its business in -------------------------- accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and the Seller will continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it.
Regular Course of Business. Seller shall: (a) operate the Facility in a manner consistent with all Applicable Laws, Seller’s past practices and industry standards for operation of a [DESCRIBE USE]; (b) maintain the Assets in good order and repair and otherwise in sufficient repair, order and condition to satisfy the representations and warranties as to the condition and quantity of the Assets set forth in Article II; (c) comply with all Applicable Laws with respect to the Assets and the operation thereof, including, without limitation, all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Facility and compliance with all Governmental Programs; (d) maintain and comply with, all Tenant Leases, each without change except as expressly provided herein; (e) not make any changes or modifications in any Tenant Leases unless such changes or modifications are in accordance with sound business judgment and do not adversely affect the operation of the Facility; (f) not enter into any agreements or leases that would have had to be disclosed on any exhibit hereto had such agreements or leases been entered into prior to the Effective Date without prior written notice to Purchaser and Purchaser's approval thereof, which approval shall not be unreasonably withheld; (g) keep in full force and effect present insurance policies through the Closing Date; (h) maintain and comply with, all Tenant Leases, each without change except as expressly provided herein; (i) not make any changes or modifications in any Tenant Leases unless such changes or modifications are in accordance with sound business judgment and do not adversely affect the operation of the Facility; and (j) maintain in good standing all Licenses and use commercially reasonable efforts to maintain all goodwill of tenants under the Tenant Leases.
Regular Course of Business. Operate its business diligently and in good faith and in the Ordinary Course of Business, including, without limitation: (i) maintaining all of its respective properties in good order and condition; (ii) maintaining (except for expiration due to lapse of time) all Contracts in effect without change except as expressly provided herein; (iii) complying with the provisions of all Regulations and Orders applicable to the Company and the conduct of its respective business; (iv) maintaining insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; (v) preserving the business of the Company intact; (vi) using its best efforts to keep available for the Company and Buyer, the services of the employees of the Company; and (vii) preserving the good will of clients, suppliers and others having business relations with the Company.
Regular Course of Business. MSGI will conduct its business in the same manner as heretofore conducted and MSGI will not engage in any transaction or activity, enter into any agreement or make any commitment except in the ordinary course of business. MSGI will not take any action the taking of which, or omit to take any action the omission of which, would cause any of the representations or warranties contained in Article II to fail to be true in any material respect at and as of any time prior to the Effective Time, except as otherwise permitted by this Agreement.
Regular Course of Business. Santa Lucia will conduct its business in the same manner as heretofore conducted and Santa Lucia will not engage in any transaction or activity, enter into any agreement or make any commitment otherwise than in the ordinary course of business and consistent with past practice. Santa Lucia will not take any action the taking of which, or omit to take any action the omission of which, would cause any of the representations or warranties contained in Article III to fail to be true in any material respect at and as of any time prior to the Effective Time, except as otherwise permitted by this Agreement.
