Actions in the Ordinary Course of Business Sample Clauses

Actions in the Ordinary Course of Business. Since the date of the Base Balance Sheet, no Seller (i) has taken any action or entered into any material transaction other than contemplated hereby outside the ordinary and usual course of business; (ii) has borrowed any money or become contingently liable for any obligation or liability of another; (iii) has failed to pay any of its debts and obligations as they become due; (iv) has incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary and usual course of business; (v) has failed to use its reasonable commercial efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its [***] — CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. relationships with its customers, suppliers, and others with which it deals; (vi) has sold, transferred, leased, or encumbered any of its assets or properties outside the ordinary and usual course of business; (vii) has waived any material right; (viii) has written off any assets or properties; or (ix) has hired any employees or increased the compensation of any employees outside the ordinary and usual course of business.
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Actions in the Ordinary Course of Business. Since the date of Company's Base Balance Sheet, Company (i) has not taken any action outside the ordinary and usual course of business; (ii) has not borrowed any money or become contingently liable for any obligation or liability of another; (iii) has not failed to pay any of its debts and obligations as they become due; (iv) has not incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business; and (v) has not failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, and to preserve its relationships with its customers, suppliers, and others with which it deals.
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Actions in the Ordinary Course of Business. Except as set forth in Section 4.1(g) of the CWI Disclosure Letter, since April 30, 1999 CWI has not: (i) to CWI's knowledge taken any action outside the ordinary and usual course of business; (ii) borrowed any money or, to CWI's knowledge, become contingently liable for any obligations or liability of another; (iii) to CWI's knowledge, failed to pay all of its debts and obligations as they become due or prior to the imposition of any penalties or interest; (iv) incurred any debt or, to CWI's knowledge, any other liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $100,000 with respect to the same supplier or customer; (v) failed to use commercially reasonable efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers and others with which it deals; (vi) increased or committed to increase the salary or compensation of any officer; or (vii) made any material change in its practices, operations or policies with respect to the method for selling goods or services, or other method for accounting for sales, the conduct of accounts receivable collection or accounts payable payment activities or the maintenance of inventory levels.
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Actions in the Ordinary Course of Business. Except for the debt and equity financings contemplated by Section 6.1(n), since March 31, 1999, neither Intellicell nor any of its Subsidiaries has: (i) to Intellicell's knowledge, taken any action outside the ordinary and usual course of business; (ii) borrowed any money or, to Intellicell's knowledge, become contingently liable for any obligations or liability of another; (iii) to Intellicell's knowledge, failed to pay all of its debts and obligations as they become due or prior to the imposition of any penalties or interest; (iv) incurred any debt or, to Intellicell's knowledge, any other liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $100,000 with respect to the same supplier or customer; (v) failed to use commercially reasonable efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers and others with which it deals; (vi) increased or committed to increase the salary or compensation of any officer; or (vii) made any material change in its practices, operations or policies with respect to the method for selling goods or services, or other method for accounting for sales, the conduct of accounts receivable collection or accounts payable payment activities or the maintenance of inventory levels.
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Actions in the Ordinary Course of Business. (1) Prior to Closing, Seller will continue to operate the Property in accordance with Seller’s past practices.
Sample 1
Actions in the Ordinary Course of Business. Since the date of Company's Base Balance Sheet, and except for the transactions contemplated by this Agreement, neither Company nor any subsidiary of Company (i) has taken any action or entered into any material transaction outside the ordinary and usual course of business; (ii) has borrowed any money or become contingently liable for any obligation or liability of another; (iii) has failed to pay any of its debts and obligations as they become due; (iv) has incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary and usual course of business; (v) has failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals; (vi) has sold, transferred, leased, or encumbered any of its assets or properties outside the ordinary and usual course of business; (vii) has waived any material right; (viii) has written off any assets or properties; or (ix) has hired any employees or increased the compensation of any employees outside the ordinary and usual course of business.
Sample 1
Actions in the Ordinary Course of Business. If this Agreement is executed before the Closing Date, from the date hereof until the Closing Date, Seller:
Sample 1
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Actions in the Ordinary Course of Business. Since the date of Seller's Base Balance Sheet, with respect to the Business, Seller has not (i) taken any action outside the ordinary and usual course of business in any material respect; (ii) borrowed any money or become contingently liable for any obligation or liability of another to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement, except, in all cases, in the ordinary course of business and consistent with past practices; (iii) failed to pay any of its debts and obligations as they become due to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement, except, in all cases, in the ordinary course of business and consistent with past practices; (iv) incurred any debt, liability, or obligation of any nature to any party, except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business to the extent that any of the foregoing would result in or increase an Assumed Liability or have a material adverse effect on the conduct of the Business, the Transferred Assets, the Assumed Liabilities, or the performance of this Agreement; or (v) failed to use all reasonable commercial efforts to preserve its business organization intact, to keep available the services of its employees and independent contractors, or to preserve its relationships with its customers, suppliers, and others with which it deals.
Sample 1
Actions in the Ordinary Course of Business. Since May 31, 1998, Delta has not (i) taken any action outside of the ordinary and usual course of business; (ii) borrowed any money or become contingently liable for any obligation or liability of another; (iii) failed to pay any of its debts and obligations as they became due; (iv) incurred any debt, liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business, none of which aggregate more than $10,000 with respect to the same supplier or customer; (v) knowingly waived any right of substantial value; (vi) failed to use its best efforts to preserve its business organization intact, to keep available the services of its employees, or to preserve its relationships with its customers, suppliers and others with which it deals; or (vii) increased or committed to increase the salary, fee or compensation of any officer, employee, independent contractor, agent, firm or person performing services for it.
Sample 1

Related to Actions in the Ordinary Course of Business

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • 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:

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Past Practice The parties agree that all past practices and other understandings between the parties not expressly memorialized and incorporated into this Agreement shall no longer be enforceable.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • Accommodations of Spiritual or Cultural Observances Where an employee observes a cultural/spiritual day other than those listed above, the employee shall submit their request in January of each year for the twelve (12) month period following March 1st, identifying the required date they need off.

  • Actions Pending There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company or any subsidiary which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. Except as set forth in the SEC Documents or on Schedule 3.1(m) hereto, there is no action, suit, claim, investigation or proceeding pending or, to the knowledge of the Company, threatened, against or involving the Company, any subsidiary or any of their respective properties or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any subsidiary.

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