Continuity and Maintenance of Operations. Seller shall continue to operate the CATV Systems, shall maintain the Assets (including maintenance and replenishment of all inventories of spare equipment and parts reasonably adequate for the needs of the CATV Systems, including without limitation those listed in Schedule 1.2), and shall keep all of its business books, records, and files all in the ordinary course of business in accordance with past practices, consistently applied. Unless required by law, Seller shall not, without prior written consent of Buyer, which consent shall not be unreasonably withheld, (i) change the rate charged for Basic Package Services or any premium services, (ii) add or delete any program services, or (iii) rearrange the CATV Systems' channel line-ups. Seller shall not sell, transfer, assign, or permit the creation of any Security Interest on any of the Assets (other than the lien of Seller's Lender, which lien will be extinguished simultaneously with Closing) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Except as otherwise required under the terms of this Agreement, Seller may amend or cancel any CATV Instruments, any Seller Contract or any other contract or agreement which is necessary or appropriate for the maintenance of the Assets or the operation of the CATV Systems, but only in the ordinary course of business. Seller specifically acknowledges that any amendment or cancellation of any franchise or lease agreement shall be deemed not to be in the ordinary course of business. Seller shall not itself, nor shall Seller permit any of its directors, officers, shareholders, agents or employees, or any of its partners or its partners', directors, officers, shareholders, agents, or employees to pay any of Seller's accounts receivable from the CATV Systems' subscribers outstanding on the date of this Agreement or hereafter; provided, however, that such persons shall be permitted to make payment for CATV services received by them at their own dwellings.
Continuity and Maintenance of Operations. During the term of this Agreement, each Party agrees on behalf of itself and each of its Affiliates that is a party to any Master Operative Document to use all reasonable efforts consistent with past practice and policies to (a) preserve intact in all material respects its and their present business operations, (b) keep available the services of its and their key employees as a group, and (c) preserve its relationships with suppliers, licensors, licensees, and others having business relationships with it or them, each to the extent necessary to allow it and such Affiliates to perform its and their obligations under the Master Operative Documents and to allow Flash Forward to conduct its business as contemplated in its most recently approved Business Plan.
Continuity and Maintenance of Operations. (a) Except as Buyer may otherwise agree in writing, until the Closing each Seller shall operate its respective Systems in the ordinary course of business consistent with Past Practices and shall:
Continuity and Maintenance of Operations. Except as specifically ---------------------------------------- permitted or required by this Agreement or by any Legal Requirement, Seller shall:
Continuity and Maintenance of Operations. Commencing with the date first above written and ending as of the date of Closing, each Party agrees to use reasonable efforts consistent with past practice and policies to (i) preserve intact in all material respects that portion of its present business operations expected to be made available (through services agreements or otherwise) or contributed to the Joint Venture Company at the time of Closing, (ii) maintain in all material respects the services of such Party’s employees who are reasonably expected to render full-time service to the Joint Venture Company as seconded employees or who are otherwise expected to be an integral part of the services to be provided by such Party to the Joint Venture Company, and (iii) preserve in all material respects its relationships with suppliers, licensors, licensees, and others having material business relationships in connection with that portion of its business operations expected to be made available (through services agreements or otherwise) or contributed to the Joint Venture Company at the time of Closing.
Continuity and Maintenance of Operations. From the date of this Agreement until the Closing, unless otherwise agreed to in writing by Buyer, with respect to the Assets and the System: Each Seller will continue to operate its portion of the System only in the usual, regular and ordinary course consistent with past practices, including taking the actions described in Schedule 6.1(a), and making ordinary marketing, advertising, capital and promotional expenditures and, to the extent consistent with such conduct and operation, using commercially reasonable efforts to: (i) preserve the current business intact in all material respects, including preserving existing relationships with franchising authorities, suppliers, customers and others having business dealings with the System; and (ii) complete line extensions, placing conduit or cable in new developments and fulfill installation requests in the ordinary course of business. Each Seller will continue to operate its portion of the System in material compliance with all Legal Requirements. Without limiting the generality of the foregoing, each Seller will maintain its Assets in good condition and repair (subject to normal wear and tear and routine repairs), maintain inventories in its ordinary course of business at not less than normal historical levels consistent with past practices, will maintain insurance as in effect on the date of this Agreement and will keep all of their business books, records and files in the ordinary course of business in accordance with past practices. No Seller will itself, or will permit any of its officers, directors, shareholders, members, partners, agents or employees to, pay or forgive any Seller's subscriber accounts receivable (other than for their own residences) prior to the Closing Date. Each Seller will continue to implement its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with those in effect on the date of this Agreement and consistent with past practice. Except as described in Schedule 6.1(a), no Seller will, or will permit the System to, without the prior written consent of Buyer: (i) modify, terminate, renew, suspend, abrogate or enter into any System Contract, Franchise, Governmental Authorization or other instrument that would be included in the Assets, provided that Buyer's consent thereto will not be unreasonably withheld; (ii) add or delete any program services except to the extent required under the Cable Act or any other Legal Req...
Continuity and Maintenance of Operations. From the date of this Agreement until the Closing, unless otherwise agreed to in writing by the Buyer, with respect to the assets and properties of the Companies and the Systems (other than the Transferred Assets):
Continuity and Maintenance of Operations. The Company shall, and shall cause each of its subsidiaries to use its commercially reasonable efforts to promote the financial success of the Company Business and promptly notify Highway of any material adverse change in the condition (financial or otherwise) of the Company Business and use its commercially reasonable efforts to promote, develop and preserve its relationships with its present employees as well as the goodwill of its customers and promptly notify Highway of any material adverse change in such relationships.
Continuity and Maintenance of Operations. Except as to actions which Buyer has been advised and to which it has consented in writing and except as specifically permitted or required by this Agreement or required by any Legal Rule, Sellers shall from the date hereof to the Closing Date, operate the Businesses in the ordinary course consistent with past practices, and use reasonable efforts to preserve any beneficial business relationships with customers, suppliers and others having business dealings with it that are material to the Businesses and use reasonable efforts to keep available to Buyer the services of present employees of the Systems.
Continuity and Maintenance of Operations. (a) The Company shall: (i) comply in all material respects with all Legal Requirements and requirements of the NRTC applicable to the Company (including NRTC's by-laws, policies and procedures) relating to the Business; (ii) fulfill in all material respects all of its obligations under and maintain in full force and effect in all material respects all Contracts, including the NTRTC Distribution Agreement, and shall not, without the prior written consent of Pegasus, alter, modify or amend any of the foregoing; (iii) use its reasonable efforts in consultation with Pegasus and its Affiliates, to promote the financial success of the Business, and shall promptly notify Pegasus of any adverse change in the prospects or condition (financial or otherwise) of the Business; and (iv) use its reasonable efforts to promote, develop and preserve its relationships with the NRTC, DSS retailers, participating cooperatives and its present employees as well as the goodwill of its suppliers, customers and others having business relations with it, and shall promptly notify Pegasus of any adverse change in its relationship with any such Person. Without limiting the generality of the foregoing, the Company shall use its reasonable efforts to maintain the Assets in good order, condition and repair, shall use its reasonable efforts to maintain insurance relating to the Business as in effect on the date of this Agreement, shall continue the pricing, marketing, advertising, promotion and other activities with respect to the Business (including, without limitation, billing, collection and subscriber matters), shall use its reasonable efforts to maintain inventories of DSS Systems and supplies at historic levels and shall keep and maintain all of the Books and Records in the Ordinary Course. Other than in the Ordinary Course, the Company shall not itself pay or credit in any way any Accounts Receivable prior to the Closing Date, and shall not permit any of its agents or employees, or any officers, directors or Shareholders, to do so either. The Company shall continue to enforce its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with customary policies and procedures in effect on the date of this Agreement.
