Operations Prior to the Closing Date Sample Clauses

Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies. (b) Notwithstanding Section 7.4(a), except as set forth in Schedule -------------- -------- 7.4, except as contemplated by this Agreement or except with the express written --- approval of Buyer (which, in the case of clauses (ii), (iii), (vi), (ix), (x) and (xviii), Buyer agrees shall not be unreasonably withheld or delayed), Parent shall cause each of the Companies not to: (i) make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) make any capital expenditure or enter into any contract or commitment therefor, other than in the ordinary course of the Business, which is in excess of $50,000; (iii) other than in the ordinary course of the Business, enter into any contract, agreement, undertaking or commitment which would have been required to be set forth in Schedule 5.14(a) or 5.14(b) if in effect on the ---------------- ------- date hereof or amend any Business Agreement in any material respect; (iv) enter into any contract that contains a "change of control" provision that would give the other party a right to terminate such contract upon the consummation of the transactions contemplated hereby or under which the consummation of the transactions contemplated hereby would constitute a default; (v) enter into any contract for the purchase of real property or exercise any option to extend a lease listed in Schedule 5.9; ------------ (vi) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of its properties, rights or assets, other than inventory and minor amoun...

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured b...

Operations Prior to the Closing Date. (a) Except (x) as set forth in Section 8.4 of the Disclosure Schedules or (y) with the written approval of Partner (which Partner agrees shall not be unreasonably withheld, conditioned or delayed), Xxxxxxx shall and shall cause the JV Entity and its subsidiaries to (i) operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement and (ii) use its commercially reasonable efforts to preserve intact, the assets, goodwill and business organization, keep available the services of the Business Employees, and to preserve the present business relationships of the Business including relationships with suppliers, contractors, licensors, customers, distributors and others having business relations with the Business. (b) Notwithstanding Section 8.4(a), except (x) as set forth in Section 8.4 of the Disclosure Schedule, (y) as contemplated by this Agreement or (z) with the written approval of Partner (which Partner agrees shall not be unreasonably withheld, conditioned or delayed), Xxxxxxx shall not and shall cause the JV Entity and its subsidiaries not to (in each case, in respect of the Business): (i) make any material change in the Business or the Transferred Assets, except such changes as may be required to comply with any applicable Requirements of Law; (ii) purchase or otherwise acquire any assets or make any capital expenditures constituting Transferred Assets, in each case that are material, individually or in the aggregate, to the Business as a whole (other than (A) in the ordinary course of business consistent with past practice or (B) as required by any Governmental Body); (iii) grant to any Business Employee any material increase in any compensation or benefits (excluding any arrangements that do not involve payments extending past the Closing Date), other than changes made in the ordinary course of business consistent with past practice or required pursuant to existing Contracts or applicable Requirements of Law; (iv) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of their respective Affiliates in the ordinary course of business); (v) make any change in any method of financial accounting or financial accounting policies, practices or procedures used by or with respect to the Business, other than such changes as are required by or necessary to comply with GAAP; (vi) fail to manage its work...

Operations Prior to the Closing Date. Between the Sale Hearing and the Closing, Sellers will cause the Business to be operated in the Ordinary Course of Business and pursuant to the terms of the DIP Facility Budget, and shall not take any action inconsistent with the transactions contemplated hereby and will not permit any material transaction outside the Ordinary Course of Business in respect of the Business without the express written approval of Buyer (which shall not be unreasonably withheld) or unless so ordered by the Bankruptcy Court after notice to Buyer. Sellers shall take no action to the detriment of Buyer or the operation of the Business by Buyer, following the Sale Hearing. Sellers acknowledge and agree that prior to the Closing Date Sellers are operating the Business on behalf of, and in trust for, the Buyer, and shall take no action in contravention thereof. Without limiting the generality of the foregoing, Sellers shall not, without the express written approval of Buyer, which shall not be unreasonably withheld, or authorization by order of the Bankruptcy Court: (a) except as set forth on Schedule 5.6(c), fail to maintain or renew all copyright, trademark and patent applications or fail to maintain any registered copyrights, trademarks or patents; (b) fail to maintain in good working order any Equipment, unless it has a de minimis impact upon the Business; (c) fail to maintain all insurance covering loss or destruction of the Purchased Assets or conduct of the Business currently in effect; (d) fail to maintain all material relationships with lessors, licensors, suppliers, customers, and employees of the Business; (e) fail to preserve the strict confidence of all trade secrets related to the Business, subject to the Sellers’ ability to disclose information to other prospective bidders and their advisers in accordance with the terms of the standard non-disclosure agreement furnished to prospective bidders; (f) enter into any contract, agreement, undertaking or commitment affecting the Business outside of the Ordinary Course of Business or enter into any agreement, undertaking or commitment that will have the effect of competing with Buyer’s operation of the Business; (g) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from a Seller to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets or Shares, other than consenting to the assignment of the DIP Facility from the DIP L...

Operations Prior to the Closing Date. Sellers covenant and agree that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Schedule 7.2, (iii) with the prior written consent of Buyer (which consent, other than with respect to Section 7.2(b)(ii), shall not be unreasonably withheld or delayed), (iv) as required by the Bankruptcy Court or (v) as otherwise required by Law, after the Effective Date and prior to the Closing Date: (a) Sellers shall use commercially reasonable efforts, taking into account Sellers’ status as debtors-in-possession in the Bankruptcy Case, to carry on the Business in the Ordinary Course of Business, to maintain in full force and effect the Permits, to maintain and preserve the Acquired Assets in their present condition (including by using its reasonable best efforts to renew any Assigned Agreements that come up for renewal in the Ordinary Course of Business), other than reasonable wear and tear and sales of Inventory in the Ordinary Course of Business, and to keep intact the business relationships relating to the Acquired Stores and the Acquired Assets; and, without limiting the generality of the foregoing, (b) Sellers shall not: (i) other than the sale of Inventory in the Ordinary Course of Business, any Permitted Inventory Reduction or pursuant to any debtor-in-possession financing or cash collateral agreement or order, sell, lease (as lessor), transfer (including the transfer from an Acquired Store to a non-Acquired Store) or otherwise dispose of, or mortgage or pledge, or voluntarily impose or suffer to be imposed any Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) on, any Acquired Asset; (ii) amend, modify, terminate, waive any rights under or create any Encumbrance with respect to, any of the Assigned Agreements or otherwise take any actions not required by the terms of any Assigned Agreement that would result in any increase in any payments to be made under such Assigned Agreement; (iii) except in the Ordinary Course of Business, cancel or compromise any material claim or waive or release any material right, in each case, that is a claim or right related to an Acquired Asset; or (iv) enter into any agreement or commitment to take any action prohibited by this Section 7.2. (c) Sellers shall cause each Acquired Store to have a sufficient amount of Xxxxx Cash as of the Closing to conduct its operations in the Ordinary Course of Business following the Closing. (d) Sellers shall use their reasonable best efforts to cause ...

Operations Prior to the Closing Date. Except as set forth on Schedule 7.1 and except as otherwise permitted by the prior written consent of Buyer, during the period from the date of this Agreement to the Closing Date: (i) the business of Seller shall be conducted only in, and neither Globe nor the Seller shall take any action except in, the Ordinary Course; and (ii) Globe and Seller shall use their reasonable best efforts to preserve the business of Seller substantially intact, to preserve the value of the assets and properties, wherever located, that are material to Seller in existence on the date hereof, to comply with all Laws and requirements of any Governmental Authority applicable to Seller and to preserve the present relationships of Seller with customers, suppliers and other persons with which Seller has business relations. By way of amplification and not limitation, except as contemplated by this Agreement, Seller shall not, between the date of this Agreement and the Closing Date, directly or indirectly, do, or propose or agree to do, any of the following, except as set forth on Schedule 7.1 hereto and except as permitted by the prior written consent of Buyer: (a) either (i) split, combine or reclassify any of its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its Capital Stock, or (ii) purchase, redeem or otherwise acquire any shares of Capital Stock or the Capital Stock of any of its subsidiaries or any other securities thereof or any rights, warrants, or options to acquire any such shares or other securities. Buyer understands and agrees that Globe relies upon Seller to meet Globe's liquidity needs and that, prior to Closing, Globe will continue to cause Seller to distribute funds to Globe; (b) issue, deliver, sell, pledge or otherwise encumber any shares of its Capital Stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities; (c) amend its charter or bylaws or other comparable organizational documents, as applicable; (d) agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture or other entity or division thereof or (y) any assets that individually or in the aggregate are material to Seller, except for purchases of ...

Operations Prior to the Closing Date. Welichem shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the ordinary course and substantially as presently operated. Notwithstanding the foregoing, except with the prior written consent of GSK, Welichem shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any action that could reasonably be expected to a Material Adverse Change to the Purchased Assets.

Operations Prior to the Closing Date. (a) Parent shall, and shall cause MedSurg to, operate and carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Parent shall, and shall cause MedSurg to, keep and maintain the Purchased Assets in good operating condition and repair and shall use its commercially reasonable efforts consistent with good business practice to maintain the business organization of the Business intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business. (b) Except as expressly contemplated by this Agreement or except with the express written approval of Buyer, Parent shall not, and shall cause MedSurg not to: (i) [INTENTIONALLY BLANK] (ii) make any capital expenditure in excess of $20,000 in the aggregate with respect to the Business or enter into any Contract or commitment therefor; (iii) enter into any Contract which would have been required to be set forth in Schedule 5.20 if in effect on the date hereof or enter into any Contract which cannot be assigned to Buyer or a permitted assignee of Buyer under Section 13.5; (iv) enter into any Contract for the purchase of real property to be used, or held for use in, or otherwise relating to the Business or exercise any option to extend a lease listed in Schedule 5.11; (v) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers from the Business to Parent or any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets, other than Inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and other than Permitted Encumbrances; (vi) cancel any debts owed to or claims held by the Business (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (vii) create, incur or assume, or agree to create, incur or assume, any indebtedness for borrowed money in respect of the Business (other than money borrowed or advances from Parent or any of its Affiliates in the ordinary course of the Business consistent with past practice) or enter into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) except as set forth in item 2 of Schedule 5.5(B); ...

Operations Prior to the Closing Date. The Seller covenants and agrees that, except (i) as expressly contemplated hereby, (ii) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iii) as otherwise required under the Bankruptcy Code or by Legal Requirements, after the Execution Date and prior to the Closing Date, the Seller shall carry on the business in the Ordinary Course of Business of the Seller and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the Execution Date.

Operations Prior to the Closing Date. Seller covenants and agrees that (a) except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 7.2 of the Disclosure Schedules, (iii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iv) as otherwise required by Legal Requirements and (b) to the extent not inconsistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any orders entered by the Bankruptcy Court in the Bankruptcy Case, or as permitted under the DIP Agreements or DIP Order (including the “Budget” (as defined in the DIP Order), subject to the “Permitted Variances” (as defined in the DIP Agreements)), after the Execution Date and prior to the Closing Date, Seller shall use commercially reasonable efforts to: (a) maintain, preserve and protect the Acquired Assets in good operating condition and repair, except for ordinary wear and tear; (b) keep in full force and effect all material rights relating to the Business and the Acquired Assets; (c) continue in full force and effect the insurance coverage for the Acquired Assets; (d) comply with all Legal Requirements and contractual obligations applicable to the Acquired Assets and the operations of the Business and the Facility, including promptly delivering to Buyer copies of any notices it receives from any Governmental Authority with respect to any violations of applicable Legal Requirements with respect to the Acquired Assets; (e) preserve and maintain all Governmental Authorizations related to the Business or Acquired Assets; (f) subject to the terms of this Agreement, upon request from time to time, execute and deliver all documents and do all other acts that may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement; (g) promptly notify Buyer after learning of any material damage to or destruction of all or any material portion of the Owned Real Property or Acquired Assets, reasonable wear and tear excepted; and (h) not sell or lease any of the Acquired Assets, even if such sale or lease is in the Ordinary Course of Business.