Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be determined after the due diligence process shall be contained in a Definitive Agreement, subject to Sellers having conducted its business(s) in the ordinary course during the period between the date hereof and the Closing Date and there having been no material adverse change in the business(s), financial condition or prospects. Sellers shall promptly notify Purchaser of any conduct of the Company or material event, circumstance, or impairment to the Company’s business or continuing operation and of any extraordinary transactions that may have an effect on the value of the Company or its underlying assets and/or liabilities.
Conduct in Ordinary Course. With reference to the Division, PHMD shall not enter into any transaction other than in the normal, regular and customary course of business pending the Closing.
Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the “Purchase Agreement”), consummation of the acquisition would be subject to having conducted your business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects.
Conduct in Ordinary Course. In addition to the conditions discussed in this Agreement, consummation of the Transaction is subject to EBI conducting its business in the ordinary course during the period between the date hereof and the date of final transition and there having been no material adverse change in EBI’s business, financial condition or prospects.
Conduct in Ordinary Course. Seller shall confirm that prior to the Closing, Rockwell and RGS: (a) conduct the business of RGS only in the ordinary course of business and consistent with prior custom and practice and shall not make any loan without the prior consent of Purchaser; (b) keep available to Purchaser the services of the officers, the employees and the agents of RGS reasonably necessary to effect the transactions contemplated hereby; and (c) use reasonable efforts to cooperate with Purchaser and assist Purchaser in obtaining the consent of any party where the consent of such party is deemed necessary by Purchaser by reason of the transactions contemplated hereby.
Conduct in Ordinary Course. Conducted the Business only in the ordinary course thereof, including without limitation keeping in full force and effect the full coverage of all insurance policies of the Companies in force as set forth in Schedule 9.22 hereto, and refrained from any transaction which was not in the ordinary course and consistent in both nature and scope with prior practice.
Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written asset purchase agreement (the "Purchase Agreement"), and subject to the fiduciary duties of you and your management and the requirements of the Bankruptcy Code, consummation of the acquisition would be subject to having conducted your business during the period between the date hereof and the date of closing in the ordinary course, other than as shown or reflected in the information made available to us on or before the date hereof, including, but not limited to, any current business and operational plans prepared by management, and taking into account the commencement of chapter 11 cases and the consequences that would normally result therefrom (excluding the appointment by the Bankruptcy Court of a trustee or an examiner with expanded powers).
Conduct in Ordinary Course. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course and in conformity with past practice. Without limiting the generality of the foregoing, except as disclosed on Schedule 5.8 hereto, since the Balance Sheet Date, the Company has not taken any of the following actions:
Conduct in Ordinary Course. Consummation of the Acquisition is subject to both Parties having conducted business in the ordinary course during the period between the date hereof and the date of the Acquisition and there shall have been no material adverse change in the business, financial condition or prospects of either Party.
Conduct in Ordinary Course. Since January 19, 1998, Seller and License Company have each conducted the Business only in the usual, regular and ordinary manner consistent with past practices and have not, except as in the ordinary course, (i) taken any action to diminish the aggregate value of the Purchased Assets, (ii) disbursed any of the Purchased Assets to any other Person, (iii) taken any action to frustrate the transactions contemplated by this Agreement, (iv) created, incurred, assumed or suffered to exist any Liens of any kind against or upon any of the Purchased Assets or (v) created any Subsidiaries.
