Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:
(i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights;
(iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage;
(v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company;
(vi) use its reasonable efforts to maintain compliance with all Licenses, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it;
(vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and
(viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.
Conduct of Business Pending Closing. Seller represents, warrants and agrees that from the date of this Agreement until the Closing as to the Markets and Assets:
5.1 The business of Seller will be conducted in the usual and ordinary course, the character of the business will not change, no different business will be undertaken within the Market, and Seller will, in accordance with its past practices, preserve for Buyer the relationship with suppliers, customers and others having business relations with Seller, including those employees of Seller which Buyer intends to hire after Closing.
5.2 Except in the ordinary course of business, Seller will not enter into any contract, agreement, commitment or understanding with respect to employing any agents, wholesalers, dealers, brokers or consultants in the development and sale of their services which requires an expenditure of more than $5,000 without the prior written authorization of Buyer.
5.3 As to the Market or Assets in the Market, Seller will not:
(i) mortgage, pledge or subject to any lien, charge or encumbrance any of its Assets in the Market;
(ii) sell or transfer any of its Assets in the Market, except in the ordinary course of business, or any permits, licenses, approvals, or authorization or except in the ordinary course of business, cancel any debts or claims;
(iii) knowingly enter into any transaction outside the ordinary course of business.
(iv) make, accrue or become liable in any way for any bonus (other than those which Seller shall pay in full), profit-sharing, pension, incentive compensation or other similar payments to any employee in the Market inconsistent with prior practices or other than as shown on a Schedule or Exhibit to this Agreement;
(v) make or permit any amendment or early termination of any contract, except in the ordinary course of business;
(vi) through negotiations or otherwise, make any commitment affecting the Market or incur any liability affecting the Market to labor organizations without the prior written approval of Buyer;
(vii) make any material alteration to the normal and customary pricing in the Market or terms and conditions of sale extended to Seller's customers; or
Conduct of Business Pending Closing. Unless otherwise approved in writing by Parent, between the date of this Agreement and the Closing Date, Company will:
(i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(ii) maintain its properties and facilities, including those held under lease, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights;
(iv) keep in full force and effect in all material respects the present insurance policies or other comparable insurance coverage;
(v) use its reasonable best efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with it;
(vi) maintain material compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities;
(vii) maintain present debt instruments and Leases and not enter into new or amended debt instruments or Leases; and
(viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.
Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:
(i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule);
(ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted;
(iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders;
(iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in ful...
Conduct of Business Pending Closing. Except as set forth on Schedule 6.2, between the date of this Agreement and the Consummation Date, the Company will:
(i) carry on its respective businesses in the ordinary course, consistent with past practice, and not introduce any material new method or changes in operation or accounting;
(ii) use all commercially reasonable efforts to maintain its respective properties, equipment and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform all of its obligations under agreements relating to or affecting its assets, properties, equipment or rights, the nonperformance of which could have a Material Adverse Effect on the Company;
(iv) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage;
(v) use reasonable efforts to maintain and preserve its business organization intact, retain its respective key employees and maintain its respective material relationships with suppliers, customers and others having business relations with the Company;
(vi) maintain compliance with all permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities, the noncompliance with which could have a Material Adverse Effect on the Company;
(vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and written consent of RV Centers (which consent shall not be unreasonably withheld) provided that debt or lease instruments may be replaced without the consent of RV Centers if the replacement instruments are on terms at least as favorable to the Company as the instruments being replaced;
(viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; notwithstanding the foregoing, the Company will not pay or agree to pay salary, bonus, sales commissions, fees or any other form of compensation, directly or indirectly, to the Stockholders or any members of their family in excess of the aggregate monthly compensation provided for in Annex I hereto; and
(ix) pay all of its obligations, including but not limited to taxes, loans and manufacturers' invoices, as they become due and pay...
Conduct of Business Pending Closing. During the period commencing on the date hereof and continuing through the Closing Date, the Shareholders jointly and severally covenant and agree (except as expressly contemplated by this Agreement or to the extent that Purchaser shall otherwise expressly consent in writing) that:
Conduct of Business Pending Closing. Subject to Section 7.2 and the constraints of applicable operating agreements and other existing agreements, from the date of this Agreement through the Closing Date, except as disclosed in Schedule 7.1 or as otherwise consented to or approved in writing by Buyer (which consent or approval shall not be unreasonably withheld, conditioned, or delayed), Seller covenants and agrees that:
Conduct of Business Pending Closing. From and after the date hereof and until the Closing Date, unless Buyer shall otherwise consent in writing, Seller shall conduct its affairs as follows:
Conduct of Business Pending Closing. Buyer and Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall conduct the business and maintain and preserve the assets of the Seller in the ordinary course of business; and (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.
Conduct of Business Pending Closing. The Seller covenants and agrees that, from and after the date of this Agreement and until the Closing, except as otherwise specifically consented to or approved by the Buyer in writing:
