Preservation of Business. The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.
Preservation of Business. 27 (e) Full Access.......................................................................... 27 (f)
Preservation of Business. From the date hereof through the Closing Date, the Shareholders and the Company shall cause the Company to use its best efforts to preserve its business organization intact, keep available the services of its present employees, consultants and agents, maintain its present suppliers and customers and preserve its goodwill.
Preservation of Business. Sellers will cause Target to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, insurance policies, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. From the Date of this Agreement until the Closing Date, the Seller (i) shall operate the Properties only in the Ordinary Course of Business, and shall not, without Purchaser's prior written consent, engage in any transaction outside the Ordinary Course of Business except as otherwise permitted herein, (ii) shall not, without Purchaser's prior written consent, sell or list for sale any of the Properties, (iii) shall use its reasonable best efforts to preserve the Properties, including the goodwill, going concern value, and advantageous relationships of the Seller with residents, customers, suppliers, independent contractors, employees and other Persons material to the operation of the Properties, (iv) shall perform its material obligations under the Leases and other material agreements affecting the Properties, (v) shall perform its material obligations under all Contracts, and (vi) shall not take or permit any action or omission which would cause any of its representations or warranties contained herein to become inaccurate in any material respect or any of the covenants made by it to be breached in any material respect. Without limiting the foregoing, without the Purchaser's prior written consent, the Seller will not cause or permit any default to occur under the Existing Debt or cause or permit any increase in the outstanding aggregate principal balance thereof from the Date of this Agreement until the Closing. The Seller shall continue to maintain all insurance policies in full force and effect up to and including the Closing Date. If the Seller contemplates entering into any transaction or agreement or taking any other action requiring the Purchaser's prior written consent under this Agreement, then the Seller shall give the Purchaser notice of such proposed transaction or agreement a reasonable time in advance of the proposed effective date thereof, and the Purchaser shall have three (3) Business Days in which to respond in writing either affirmatively or negatively. If the Purchaser shall fail to so respond, then Purchaser's consent will be irrebuttably presumed. In no event shall Purchaser's consent to any such transaction, agreement or other action be unreasonably withheld.
Preservation of Business. The Sellers will use best efforts to cause the Company to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, relationships with lessors, licensers, advertisers, suppliers, customers, and employees, all of the confidential information and trade secrets of the Stations, and the FCC Licenses.
Preservation of Business. The Company will keep its Business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. The Company will use commercially reasonable efforts to maintain its business and properties, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers and employees.
Preservation of Business. Subject to the terms of this Agreement, from the date of this Agreement until the Closing Date, each of WLS and URM (which for the purposes of this covenant includes their respective subsidiaries and Affiliates), as the case may be, shall operate only in the ordinary and usual course of business consistent with past practice, and shall use reasonable commercial efforts to: (a) preserve intact the present business organization of WLS, the Subsidiaries and URM, as the case may be; (b) preserve the good and advantageous relationships of WLS, the Subsidiaries and URM, as the case may be, with employees and other Persons material to the operation of their respective businesses; and (c) not permit any action or omission within its control which would cause any of the representations or warranties of WLS, the Subsidiaries and URM, as the case may be, contained herein to become inaccurate in any material respect or any of the covenants of WLS, the Subsidiaries and URM, as the case may be, to be breached in any material respect. Without limiting the generality of the foregoing, prior to the Closing, URM shall not:
(a) except in connection with consulting and professional expenses and fees related to the Subsidiary Acquisition, incur any new obligation or enter into any Contract;
(b) sell, transfer, convey, assign or otherwise dispose of any of its assets or properties, except in the ordinary course of business;
(c) waive, release or cancel any claims against third parties or debts owing to it;
(d) make any material changes in its accounting systems, policies, principles or practices;
(e) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or any other securities, or amend any of the terms of any such securities;
(f) split, combine, or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;
(g) make any borrowings, incur any debt (other than professional and other fees and expenses incurred in connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby), or assume, guarantee, endorse or otherwise become liable (whether directly, contingently ...