Conduct of Business Etc. The Borrower will: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (ii) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities; (iii) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (iv) maintain all of its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted; and (v) keep adequate records and books of account, in which complete and consistent entries will be made, except to the extent that the failure to comply with any of the foregoing would not, individually or in the aggregate, result in a Material Adverse Effect. Without the prior written consent of the Administrative Agent, the Borrower will not amend, supplement or otherwise modify, or give its consent to any amendment, supplement or other modification of, any Transaction Document (other than (i) any of the foregoing entered into in the ordinary course of business with respect to any Assignment Agreement or (ii) any of the foregoing entered into with respect to any Loan Document in accordance with Section 8.4 and any other applicable provisions of such Loan Document).
Conduct of Business Etc. From the date of this Agreement until the Closing (the "Interim Period"), except as permitted by this Agreement or as otherwise consented to by the Purchaser in writing, which consent shall not be unreasonably withheld, the Company shall, and IBF shall use its best efforts to cause the Company to:
Conduct of Business Etc. From the date of this Agreement and until the Closing ("Interim Period"), except as is otherwise approved by Purchaser in writing (which approval shall not be unreasonably withheld or delayed), Seller shall:
Conduct of Business Etc. The Borrower shall (a) do or cause to be done all things necessary to preserve and to keep in full force and effect its existence and such franchises as are necessary for the continuance of its business as currently being conducted, (b) continue to engage substantially only in the business of a full service automobile dealership, and (c) comply with all Laws applicable to the Borrower, its business or any of its properties or assets (including, but not limited to, the Collateral).
Conduct of Business Etc. 4.2.2 Access and Information 4.2.3 Consents 4.3 Transfer Taxes 4.4 Taxes 4.4.1 Tax Sharing Agreements 4.4.2 Filing of Tax Returns 4.4.3 Payment of Tax Liabilities 4.4.4 Audits 4.4.5 Certain Timing Items 4.4.6 Section 338(h)(10) Election. 4.4.7 Cooperation 4.5 Publicity 4.6 Supplements to Disclosures 4.7
Conduct of Business Etc. From the date hereof until the Closing, except as set forth on Schedule 4.2.1, contemplated by this Agreement or as otherwise consented to by the Purchaser in writing, such consent not to be unreasonably withheld, the Seller shall cause each of the Companies to:
Conduct of Business Etc. (a) The Borrower will not, and Holdings and the Borrower will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related or incidental thereto.
Conduct of Business Etc. From and after the date of this Agreement to and including the earlier of (i) the Closing Date or (ii) the Termination Date, Cognisoft will carry on its business in a reasonable and prudent manner, will notify Verity of the occurrence of any event having a material adverse impact upon its business prospects or financial condition and without the prior written consent of Verity will not do any of the following; provided, however, that Cognisoft may carry on its business and take all such actions as are reasonably necessary to, and consistent with, achieving the milestones described in the option agreements referred to in Section 6.3 below:
Conduct of Business Etc. From the date of this Agreement until the Closing, except as provided for in this Agreement (including Section 5.5) or as otherwise consented to by the Investor in writing, such consent not to be unreasonably withheld:
Conduct of Business Etc. Company will carry on its business in a reasonable and prudent manner, will notify Verity of the occurrence of any event having a material adverse impact upon its business prospects or financial condition and without the prior written consent of Verity will not do any of the following:
