Conduct of Business of the Company Prior to the Closing. Except as contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule or with the prior written consent of Buyer (which consent shall not be unreasonably withheld), during the period from the date of this Agreement to the Closing, the Company will conduct its business and operations according to the Company's ordinary and usual course of business and will use all reasonable efforts consistent therewith to preserve intact the Company's properties, assets and business organizations, to keep available the services of the Company's officers and employees and to maintain satisfactory relationships with customers, suppliers, distributors and others having commercially beneficial business relationships with the Company, in each case in the ordinary course of business. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, neither the Company nor any of its Subsidiaries nor, with respect to clause (j) below, Holdings or any of its affiliates, will, prior to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):
Conduct of Business of the Company Prior to the Closing. (a) Prior to the Joinder Date, Parent shall use its commercially reasonable efforts to cause the Member and the Company to, and during the period from the Joinder Date to the Closing, the Company shall (and the Member shall cause the Company to), (i) operate its business only in the Ordinary Course and in compliance with all Laws; (ii) preserve its business organization intact; and (iii) preserve for itself (including following the Closing) the goodwill of those with whom it has a business relationship. Without limitation of the foregoing, except (a) as contemplated by this Agreement, (b) as is required by, or necessary pursuant to, the FTC Documents, or (c) as required by the Statement of Conditions or the Ground Lease, prior to the Joinder Date, Parent shall use its commercially reasonable efforts to cause the Member and the Company not to, and during the period from the Joinder Date to the Closing, the Company and the Member shall not, directly or indirectly, without the prior consent of Buyer (with such consent of Buyer to be exercised in a manner that does not unreasonably interfere with the progress of the development and construction of the Casino and the Shared Space with due regard for the rights of Buyer under Section 6.14 hereof; and provided that with respect to changes in the Budget or amendments to Contracts (including the Construction Contract) such consent shall be deemed given if Buyer fails to deliver a written response to Parent within forty-eight (48) hours after Parent delivers a written request for consent to Buyer):
Conduct of Business of the Company Prior to the Closing. During the period commencing on the date of this Agreement and continuing until the Effective Time, except as specifically contemplated by Section 6.1 of the Company Disclosure Schedule or as otherwise expressly permitted or required by Section 6.12 or approved in advance by Parent in writing:
Conduct of Business of the Company Prior to the Closing. Seller agrees and shall cause the Company to agree that, during the period from the date hereof to the Closing Date, The Company shall preserve its business organization intact; provided, however, the Company shall give advance notice of dismissal to its employees on or before the Closing Date stating the dismissal due on the last day of April, 2005.
Conduct of Business of the Company Prior to the Closing. The Company covenants and agrees that, during the period from the date hereof until the Closing, except as contemplated by this Agreement, as set forth in Section 4.1 of the Company Disclosure Schedule, or as required by Law, or, in respect of the covenants and agreements set forth in Sections 4.1(viii), 4.1(xiii) and 4.1(xv), if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable law, or unless the Debt Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the business of the Company and its subsidiaries shall be conducted in its ordinary course consistent with past practice, and, the Company shall, and shall cause the Company’s subsidiaries to, use commercially reasonable efforts to preserve substantially intact the Company’s and its subsidiaries’ business organizations, keep available the services of the Company’s and its subsidiaries’ current officers and key employees and maintain the Company’s and its subsidiaries’ relationships with customers, suppliers, distributors and other persons with which the Company has and its subsidiaries have material business relations. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise contemplated by this Agreement, as set forth in Section 4.1 of the Company Disclosure Schedule, or as required by Law, neither the Company nor any of its subsidiaries shall directly or indirectly, without the prior written consent of the Debt Purchaser (which consent shall not be unreasonably withheld or delayed, and shall be deemed to be given if not provided or rejected within five Business Days of receipt of written notice of the Company requesting consent):
Conduct of Business of the Company Prior to the Closing. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Sellers will cause the Company to conduct its business and operations in, and only in, the ordinary course of business and substantially in the manner heretofore conducted. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 5.01 hereto, prior to the Closing Date, without the prior written consent of Buyer, Sellers will not permit the Company to:
Conduct of Business of the Company Prior to the Closing. Seller covenants and agrees that on and after the date hereof and prior to the Closing, and except as otherwise consented to or approved by Buyer in writing, Seller shall take all reasonable efforts (excluding the payment of money) to cause the following:
Conduct of Business of the Company Prior to the Closing. Except as required by applicable Law or as otherwise expressly permitted by the Transaction Agreements, and except for matters identified in Section 7.01 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, during the Pre-Closing Period, unless Parent otherwise provides its written consent in advance (such written consent not to be unreasonably withheld, conditioned or delayed), the Company and its Subsidiaries shall: (x) use reasonable best efforts to conduct and operate their respective businesses in the ordinary course of business, consistent with past practice; (y) use commercially reasonable efforts to preserve their respective present business operations and commercial relationships, and to maintain its relationships with all employees, vendors, and other counterparties of the Company or any of its Subsidiaries; and (z) not do any of the following:
Conduct of Business of the Company Prior to the Closing. During the period from the date of this Agreement to the Closing, the Company shall: (w) operate its business only in the Ordinary Course and in compliance with all Laws; (x) use its commercially reasonable efforts to preserve its business organization intact; (y) use its commercially reasonable efforts to keep available to itself the present services of its employees; and (z) use its commercially reasonable efforts to preserve for itself the goodwill of its suppliers, distributors and others with whom business relationships exist. Without limitation of the foregoing, except and to the extent (A) as otherwise expressly permitted by this Agreement, (B) as Buyer may approve in writing (such approval not to be unreasonably withheld), (C) as set forth in Schedule 4.3 or (D) required to comply with any applicable Law, the Company shall not, directly or indirectly:
Conduct of Business of the Company Prior to the Closing. Except as contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company will conduct its business in the ordinary course and use commercially reasonable efforts to preserve substantially intact its business organization, keep available the services of its present officers and employees and those of its Subsidiaries, and preserve in all material respects its present business relationships and goodwill. Without limiting the foregoing, the Company will not, and will cause its Subsidiaries not to, do or cause to be done any of the following without the prior written consent of AQU (which consent will not be unreasonably withheld or delayed):
