Conduct of Business of Sellers. During the Pre-Closing Period, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business (among other things, Sellers will not incur unreasonable liabilities, including, without limitation, inappropriate increases in Inventory). Sellers shall use commercially reasonable efforts to (A) preserve intact their business organizations, (B) maintain the Business and the Purchased Assets (normal wear and tear excepted), (C) keep available the services of its officers and Employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business relationships with Sellers in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of its post-petition obligations in the Ordinary Course of Business, and (F) continue to operate the Business and Purchased Assets in all material respects in compliance with all Laws applicable to the Business and Sellers consistent with past practice. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Purchaser, take any of the following actions with respect to the Business or the Purchased Assets:
Conduct of Business of Sellers. During the period from the Execution Date and continuing until the earlier of the termination of this Agreement in accordance with Section 4.4 or the Closing, except (1) for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (4) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall conduct the Business and operate and maintain the Purchased Assets in the Ordinary Course of Business.
Conduct of Business of Sellers. (a) Except (i) as required by applicable Law, Order or a Governmental Authority, (ii) any limitations on operations imposed by the Bankruptcy Court, (iii) as expressly contemplated, required or permitted by this Agreement, (iv) to the extent related to an Excluded Asset or an Excluded Liability or (v) as set forth on Section 8.1 of the Disclosure Schedules, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is terminated pursuant to Article X), unless Buyer otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall (x) use their commercially reasonable efforts to continue to operate in the Ordinary Course.
Conduct of Business of Sellers. During the Pre-Closing Period, except (a) for any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code, (b) as required by applicable Law, (c) as otherwise expressly contemplated by this Agreement or as set forth on Schedule 8.1 or (d) with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld), Seller and each Seller Subsidiary shall:
Conduct of Business of Sellers. (a) Except as (i) required by applicable Law, (ii) required by order of the Bankruptcy Court or required, authorized or restricted pursuant to the Bankruptcy Code or the Financing Order or the DIP Credit Agreement, as the case may be, (iii) expressly contemplated or required by this Agreement or (iv) expressly set forth in S chedule 6.1(a), during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing (provided, and without prejudice to Section 6.2(b), in the event that Sellers request, in writing, to take any reasonable action of short ter - (or the Effects thereof), Purchaser shall not unreasonably withhold, condition or delay its consent for such action), the Company shall, and shall cause each of its Subsidiaries to, carry on its and their business in the Ordinary Course, pay all of their respective post-petition obligations in the Ordinary Course and use its and their commercially reasonable efforts to preserve substantially intact their goodwill and relationships with employees, suppliers, vendors, licensors, licensees, distributors, consultants, customers and other Persons having material relationships with the Company and its Subsidiaries, taken as a whole (other than making any payment of any pre-petition claim).
Conduct of Business of Sellers. (a) Except (i) as required by applicable Law, Order or a Governmental Body, (ii) any limitations on operations imposed by the Bankruptcy Court or the Bankruptcy Code or Sellers’ use of cash collateral, as the case may be, (iii) as expressly contemplated, required or permitted by this Agreement, (iv) to the extent related to an Excluded Asset or an Excluded Liability or (v) as set forth on Schedule 6.1, during the period from the date of this Agreement until the Closing (or such earlier date and time on which this Agreement is terminated pursuant to Article VIII), unless Purchaser otherwise consents in writing, Sellers shall, and shall cause the Non-Debtors to, use their commercially reasonable efforts to (x) carry on the Business in the Ordinary Course, including to maintain supplies and Inventory levels consistent with the levels maintained during 12-month period preceding the date of this Agreement, (y) comply with all Laws applicable to the Business, the Acquired Assets and the Assumed Liabilities, and (z) keep in full force and effect the Insurance Policies (or replacement insurance materially comparable in amount and scope to insurance currently carried by Sellers or Non-Debtors with respect to the Business); provided that no action by any Seller or Non-Debtor with respect to matters specifically addressed by Section 6.1(b) shall be deemed to be a breach of this Section 6.1(a) unless such action would constitute a breach of Section 6.1(b).
Conduct of Business of Sellers. From the Agreement Date until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Bankruptcy Code or an order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business, subject to the constraints associated with Sellers’ financial distress. From the Agreement Date until the Closing, Sellers shall make no sale of Purchased Assets other than in the Ordinary Course of Business, absent Purchaser’s prior written consent, in Purchaser’s sole and absolute discretion. Without limiting the generality of the foregoing, Sellers agree that, from the Agreement Date until the Closing, Sellers shall not do any of the following without Purchaser’s prior written consent: (a) sell any Inventory or other Purchased Assets (normally sold to customers in the Ordinary Course of Business) at a discount greater than 12%; (b) accelerate or compromise customer payment terms or Accounts Receivable for discounts or otherwise; or (c) modify vendor payment or credit terms outside the Ordinary Course of Business.
Conduct of Business of Sellers. From the date of this Agreement through the Closing Date, Sellers shall conduct the Business only in the ordinary course consistent with past practices, including but not limited to using its best efforts to (i) preserve intact the business organization and good will of MCM, including its relationships with its suppliers, customers, lenders and others having business relationships with it, (ii) perform all obligations of the Business in accordance with their terms, (iii) maintain the Assets in good operating condition, (iv) keep available the services of the present lessors, lessees, licensors, licensees, suppliers, customers, employees and agents applicable to the Business, and (v) comply with all applicable laws, rules, regulations and orders in relation to the Business.
Conduct of Business of Sellers. (a) During the period from the Petition Date and continuing until the earlier of the termination of this Agreement in accordance with Section 3.4 or the Closing Date, except (i) for any limitations on operations imposed by, or actions required by, the Bankruptcy Court or the Bankruptcy Code, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or as set forth on Schedule 8.1 of the Disclosure Schedule or (iv) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Sellers shall:
Conduct of Business of Sellers. During the period from the date of this Agreement and continuing until the Closing Date, except as required by Applicable Law or as expressly permitted by this Agreement, or with the prior written consent of Purchaser, Sellers shall carry on their respective businesses in the usual and ordinary course, in accordance with present practices and policies and Applicable Law, use commercially reasonable efforts to pursue their relationships with customers, suppliers and others having business dealings with them and maintain the services of the Employees. Without limiting the generality of the foregoing, and except as set forth in Schedule 6.2 or as otherwise expressly permitted by this Agreement or consented to in writing by Purchaser, each of the Sellers shall not:
