Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:
Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following:
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by 4Front, the Company shall (and the Shareholder shall cause the Company to) (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall (and the Shareholder shall cause the Company to):
Conduct of Business Prior to the Closing. (a) The Company and the Stockholders covenant and agree that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the past practice of the Company or such Subsidiary. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Company shall and shall cause each Subsidiary to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to (A) preserve intact its business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.20(b) of the Disclosure Schedule that by its terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Company or any Stockholder to be untrue in any material respect (or in the case of any representation or and warranty that is qualified as to materiality, that could cause such representation or warranty to be untrue in any respect) or result in a breach of any covenant made by the Company or any Stockholder in this Agreement.
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the Ordinary Course of Business; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall:
Conduct of Business Prior to the Closing. (a) Without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise contemplated by this Agreement (including the Pre-Closing Transfers), as disclosed on Schedule 5.1 or as required by Order, during the Pre-Closing Period, Seller and its Affiliates shall, and shall cause the Sold Companies to:
Conduct of Business Prior to the Closing. Each of Seller and the Company covenants and agrees that, except as described in Section 6.01 of the Disclosure Schedule and only to the extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, in connection with the Restructuring or as otherwise required or permitted by this Agreement, between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to Article XI, Seller shall use its commercially reasonable efforts to, and to cause the Acquired Companies to, (a) conduct the Business only in the Ordinary Course of Business in all material respects and (b) preserve intact in all material respects the business organization of the Business and keep available the services of its and each Acquired Company’s present officers, directors and employees. Notwithstanding anything contained herein to the contrary, this Section 6.01 shall not apply to the transfer of cash and cash equivalents to, from or among the Acquired Companies, and Seller, the Company and their Affiliates may transfer cash and cash equivalents to, from or among the Acquired Companies in their sole discretion. Except as described in Section 6.01 of the Disclosure Schedule, in connection with the Restructuring or as otherwise required or permitted by this Agreement, the Company and Seller covenants and agrees that, to the extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to Article XI, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Acquired Companies to not:
Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of Seller’s employees, customers, lenders, suppliers, regulators and others having relationships with the Business, including but not limited to maintaining sufficient Inventory to fill customer orders. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: use reasonable ordinary course commercial efforts to preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; pay the debts, Taxes and other obligations of the Business when due; file all Tax Returns, and otherwise conduct all Tax-related matters, consistent with past practice and in accordance with applicable Law; not make, change or revoke any Tax election; use reasonable ordinary course commercial efforts to continue to collect Receivables in a manner substantially consistent with past practice, without discounting such Receivables; maintain the properties and assets included in the Purchased Assets in substantially the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; use reasonable ordinary course commercial efforts to maintain without material adverse modification all Insurance Policies, except as required by applicable Law; defend and protect in the ordinary course of business the properties and assets included in the Purchased Assets from infringement or usurpation; perform all of its obligations under all Assigned Contracts in the ordinary course of business substantially consistent with past practice; maintain the Books and Records in all material respects in the ordinary course of business substantially consistent with past practice; comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; not grant any increase in compensation or benefits, or make any award or grant under any Benefit Plan, to any current or former director, consultant, officer or employee of ...
Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Seller (which consent shall not be unreasonably withheld or delayed), Buyer shall continue to operate its business in the Ordinary Course of Business; provided, however, that it is understood that Buyer may, without consent of Seller, pursue the execution and consummation of the transactions contemplated by the Innovus Merger Agreement.
Conduct of Business Prior to the Closing. Seller covenants and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller, its Affiliates and Existing Manager shall:
