Continuing Operation of Business. The Seller will (i) carry on the Business in the ordinary course consistent with past practices, shall not engage in any transaction or activity or enter into any Contract or make any commitment except in the ordinary course consistent with past practices, (ii) comply with all Applicable Laws, (iii) file all required tax returns and pay all required Taxes, (iv) maintain or cause to be maintained in full force and effect fire, property damage, and extended coverage insurance in the amount of the full replacement cost of the Dealership Assets under the Seller’s blanket insurance policy or policies, (v) use its commercial reasonable efforts to preserve and promote the Business and preserve intact the reputation of the Business and the Seller’s relationship with Employees, customers, and vendors, (vi) maintain all of the Dealership Assets (including all buildings, structures and improvements on the Dealership Premises) in good operating condition and repair, ordinary wear and tear excepted, and make any necessary repairs, and (vii) not take or permit any act or omission to act which would have a Materially Adverse Change to the Business.
Continuing Operation of Business. The Seller covenants and agrees that the Seller shall do the following with respect to the Business, on and after the date of this Agreement and until the Closing Date (except as otherwise agreed to in writing by the Purchaser):
Continuing Operation of Business. Buyer will sublicense to Seller any and all rights necessary to enable Seller to fulfill its obligations under the Services Agreement.
Continuing Operation of Business. Seller agrees to manufacture and produce all requirements of Buyer with regard to the TDM Business, solely for the benefit of Buyer in accordance with the Services Agreement substantially in the form of Exhibit E attached hereto. ---------
Continuing Operation of Business. From the date hereof until the Closing, the Seller will not cause or permit any of the Companies to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, the Seller will not cause or permit any of the Companies to (i) make any Distribution (other than Distributions permitted pursuant to Section 3.9; provided, however, that on the Closing Date foreign accounts of the Companies shall contain sufficient cash to cover outstanding checks), (ii) issue or sell, to grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or make changes in its capital structure; (iii) acquire any equity or ownership interest in any businesses, and not to merge with, liquidate into or otherwise combine with any other business, person or entity, except in each case transactions solely among the Companies which are either (A) fully disclosed in a Schedule 5.1 attached to this Agreement or (B) fully disclosed in writing to, and approved in writing by, Buyer prior to consummation of each transaction; (iv) make any capital expenditures, or commit to make any capital expenditures, other than capital expenditures which are contemplated by capital expenditure budgets previously provided to Buyer or those which do not individually exceed $500,000 or exceed, in the aggregate, $1,000,000; or (v) otherwise engage in any practice, take any action, or enter into any transaction of the sort described in Section 3.9 above. Notwithstanding the provisions of this Section 5.1, nothing herein shall limit the right of the Seller or the Companies to take any action necessary or appropriate to assure that the representations and warranties of Seller hereunder shall be true as of the Closing Date or take action otherwise permitted under any other provision of this Agreement.
Continuing Operation of Business. Seller agrees to manufacture network display products solely for the benefit of Buyer in accordance with the Supply Agreement in the form attached hereto as Exhibit G.
Continuing Operation of Business. Seller hereby agrees, on and after the date of this Agreement and until the Closing hereunder (except upon the prior written consent of Purchaser and except as otherwise contemplated in this Agreement or the exhibits or schedules hereto):
Continuing Operation of Business. The Public Company and the Private Company agree that after execution of this Agreement and prior to the Closing (except upon the prior written consent of the Public Company and/or the Private Company which will not be unreasonably withheld) they will do the following:
Continuing Operation of Business. The Seller agrees that after execution of this Agreement and prior to the Closing (except upon the prior written consent of the Purchaser which will not be unreasonably withheld ) the Company will do the following:
Continuing Operation of Business. The Seller covenants and agrees that the Seller will do or refrain from, as the case may be, the following, on and after the date of this Agreement and until the Closing hereunder (except as expressly permitted under this Agreement or upon the prior written consent of the Buyer, which will not be unreasonably withheld): (a) carry on the Business in the ordinary and regular course and not engage in any material transaction or material activity or enter into any material agreement or make any material commitment except in the ordinary and regular course of business consistent with past practice; (b) carry on the Business in all material respects in the same manner as currently conducted and consistent with past practices, and not institute or commit to institute any material new methods of operations; (c) not merge with, liquidate into or otherwise combine with any other business, person or entity; (d) preserve its corporate existence and business organization intact, and undertake in good faith to use commercially reasonable efforts to preserve in all material respects its relationships with customers, employees and others having business relations with it;
