Conduct of the Seller. During the period from the date of this Agreement and continuing until the Effective Time, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or the Schedules; as required by any Legal Requirement; or to the extent that the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
Conduct of the Seller. (a) Except as otherwise contemplated by this Agreement, unless all the International Assets are sold pursuant to the J&J Agreement, from and after the date of this Agreement until the earlier of (x) the consummation of the transaction contemplated by the Assets Call Right or (y) the termination of the Assets Call Right pursuant to Section 6.4 (the “Asset Covenant Termination Date”), the Seller will, and will cause its affiliates to, (1) use its reasonable best efforts to maintain and operate the International Assets in accordance with current practice and in material compliance with all applicable laws, and (2) maintain good relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the Seller to the extent related to the International Assets.
Conduct of the Seller. From the Closing Date until December 31, 2004, the Seller shall (i) continue to operate the Business and deal with the Assets (to the extent it has the rights to do so after giving effect to the Closing) according to past practice (other than in respect of writing new business) and (ii) provide the Buyer with information as reasonably requested by the Buyer relating to the Assets.
Conduct of the Seller. (a) Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, the Seller agrees to conduct its business in accordance with its ordinary and usual course of business and in compliance with the Securities Act and the Exchange Act; use its best efforts, subject to the foregoing, to preserve Seller’s business organization, keep available to the Seller the services of Seller’s officers and employees and maintain satisfactory relationships with customers, suppliers and others having business relationships with it; confer with representatives of the Buyer to keep them informed with respect to operational matters of a material nature and to report the general status of the ongoing operations of the business of the Seller; maintain the Seller’s books and records in compliance with the Exchange Act.
Conduct of the Seller. (a) Between the Execution Date and the Closing Date, except as expressly contemplated by this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld), Seller shall use all commercially reasonable efforts to: (i) maintain and use the Purchased Assets only in the ordinary course, in accordance with past practice and (ii) preserve in all material respects the Product and Seller’s ability to develop, manufacture, market, sell and otherwise exploit the Product and to transfer such right to Purchaser; provided, however, that in no event shall Purchaser’s consent be required to enter into or consummate an Other Transaction unless such Other Transaction has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided further, that, no Other Transaction shall limit or release Seller from its obligations hereunder.
Conduct of the Seller. Except (i) as set forth in Section 5.1 of the Seller Disclosure Schedule, (ii) for entering into this Agreement and performing the obligations hereunder, (iii) as otherwise set forth in this Agreement or (iv) as otherwise consented to by the Buyer in writing, such consent not to be unreasonably withheld, delayed or conditioned, from the date hereof to the Closing Date, the Seller shall in connection with or relating to the PFI Business or the Acquired Assets, use its commercially reasonably efforts to:
Conduct of the Seller. From the date hereof until the Closing, the Seller will not take any Prohibited Action (as defined in the Stock Purchase Agreement) without the consent of Buyer.
Conduct of the Seller. During the pre-Closing period, the 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 (A) maintain the Purchased Assets and (B) continue to operate the Purchased Assets in compliance with all Orders and Laws applicable to the Sellers and their business in the ordinary course of business. Without limiting the generality of the foregoing, and except, (i) as otherwise expressly provided in or contemplated by this Agreement, (ii) required, authorized, or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, the Sellers shall:
Conduct of the Seller. Between the Execution Date and the Closing Date, Xxxxxx agrees that, except as expressly contemplated by this Agreement, as required by any applicable Laws or to the extent that Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
Conduct of the Seller. Except as otherwise required to perform its obligations under this Agreement or as set forth on Schedule 5.1, from the date hereof to the Closing Date, the Seller shall:
