Conduct of the Business in the Ordinary Course Sample Clauses

Conduct of the Business in the Ordinary Course. Except as otherwise expressly contemplated under this Agreement or disclosed in Schedule 6.01, between the date of this Agreement and the Closing, HRB Bank will conduct its business only in the ordinary course of business consistent with past custom and practice with respect to the Transferred Assets and Assumed Liabilities, and shall incur no Assumed Liabilities other than in the ordinary course of business consistent with past custom and practice.
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Conduct of the Business in the Ordinary Course. Without limiting the generality of the representations and warranties contained in Section 6, since January 1, 2013 and unless otherwise disclosed in this Agreement (in particular, but not limited to, its Annexes) or in the Disclosure Documents the Company has operated its business in the ordinary course and since January 1, 2013 not:
Sample 1
Conduct of the Business in the Ordinary Course. The Business shall be conducted solely in the ordinary course consistent with past practice. Without limiting the foregoing, from the date hereof until the Closing, each Seller shall:
Sample 1
Conduct of the Business in the Ordinary Course. The Business shall be conducted solely in the ordinary course consistent with past practice and in compliance with the Communications Act of 1934 and the rules and regulations of the FCC, all other laws, ordinances, rules, regulations and orders applicable to the Business or any of the assets of the Partnership, including all applicable Environmental Laws, all of the Authorizations and the Partnership Agreement. Without limiting the foregoing, from the date hereof until the Closing, the Partnership shall:
Sample 1
Conduct of the Business in the Ordinary Course. Without limiting the generality of the representations and warranties contained in Section 6, since January 1, 2009 and unless otherwise disclosed in this Agreement (in particular its Annexes) or in the Disclosure Documents and unless relating to the Transfer of Subsidiaries or generally relating to any actions for the preparation of the transactions contemplated hereunder (including, but not limited to, the respective transaction costs for such preparatory work), the Mepha Group Companies have operated their businesses in the ordinary course and in particular none of the Mepha Group Companies has since January 1, 2009:
Sample 1
Conduct of the Business in the Ordinary Course. (a) Except as set forth on Schedule 7.16, since December 31, 1998, (i) the operations of the Stations have been conducted only in the ordinary course and there has been no material loss or casualty with respect to the assets of the Stations, (ii) there has not been any material adverse change in the business or the results of operations of the Stations taken as a whole, (iii) there has not been any material adverse change in the customary methods of operations of the Stations, and (iv) except in the ordinary course of business or to the extent not material to the business or financial condition of the Stations, there has not been any sale or transfer of any tangible or intangible asset used or useful in the operation of the Stations.
Sample 1
Conduct of the Business in the Ordinary Course. Except as (i) otherwise expressly contemplated under this Agreement, or (ii) as may be required by a Governmental Authority or applicable law, between the date of this Agreement and the Closing, MBank will conduct its business only in the ordinary course of business consistent with past practices with respect to the Transferred Assets and Assumed Liabilities, and shall incur no Assumed Liabilities other than in the ordinary course of business consistent with past practices.
Sample 1
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Related to Conduct of the Business in the Ordinary Course

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Conduct of the Business From and after the Effective Date and though immediately prior to the Closing, or the earlier termination of this Agreement in accordance with Article 9, except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as otherwise contemplated by this Agreement, (iii) as Buyer or Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by applicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) operate the Business in the Ordinary Course of Business and use commercially reasonable efforts to preserve and maintain the goodwill associated with the Business and relationships with the Employees, customers, suppliers, distributors and others with whom the Business has a business relationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any Person; or (v) that would be an amendment to any organizational documents of any Acquired Subsidiary.

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

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