Maintenance of Business Prior to Closing. Prior to the Effective Time, except as set forth in the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Mergerco has consented in writing thereto, such consent not to be unreasonably withheld or delayed, the Company:
Maintenance of Business Prior to Closing. Seller agrees that prior to Closing it shall operate its business in a manner consistent with prior business practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale. Seller agrees to pay (or contest, if disputed) Seller's trade payables, including Seller's telephone and yellow pages bills, through the Closing Date. All revenue and expenses prior to Closing shall be the benefit and burden of Seller.
Maintenance of Business Prior to Closing. Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company has conducted and will continue to conduct the Business in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent
Maintenance of Business Prior to Closing. Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, DPII has conducted and will continue to conduct in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent with its Ordinary Course of
Maintenance of Business Prior to Closing. During the period from the date hereof through the Closing Date, Sellers shall cause the Company and its Subsidiaries (a) to continue to carry on their business in the ordinary course and in accordance with past practice and not to take any action inconsistent therewith or with the consummation of the Closing, (b) to make timely payments of accounts payable and other obligations and liabilities of the Company in accordance with past practice and (c) to use their reasonable best efforts to preserve intact their business organization, keep available the services of their officers and employees and maintain satisfactory relationships with suppliers, clients, agents and others having a business relationship with them.
Maintenance of Business Prior to Closing. (a) The Seller shall cause each of the Company and the Subsidiaries from the date hereof through the Closing Date to:
Maintenance of Business Prior to Closing. Except as otherwise ---------------------------------------- contemplated by this Agreement, during the period from the Effective Date to the Closing Date, Sellers have conducted and will continue to conduct the Business in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent with its Ordinary Course of Business. Without limiting the generality of the foregoing and, except as otherwise expressly provided in this Agreement, prior to the Closing Date, without the prior written consent of Buyer, Sellers will not, and the Company Principals will cause Sellers not to, with respect to the Business and the Purchased Assets:
Maintenance of Business Prior to Closing. Seller shall continue ---------------------------------------- to carry on the Business in the ordinary course and in accordance with past practice and will not take any action inconsistent therewith, with any Legal Requirements or with the Sale. Without limiting the generality of the foregoing, Seller shall (a) maintain the Purchased Assets in their current state of repair, excepting normal wear and tear; and (b) maintain insurance covering Purchased Assets referred to in Section 4.23 hereof.
Maintenance of Business Prior to Closing. Seller shall maintain the Acquired Assets in their current state of repair, excepting normal wear and tear.
Maintenance of Business Prior to Closing. (a) MJ GeneWorks shall, and shall cause each other Subject Company to, use its commercially reasonable efforts to continue to carry on the business of such Subject Company in the ordinary course and consistent with past practice and will not take any action inconsistent therewith or with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, MJ GeneWorks shall, and shall cause each other Subject Company to, (i) maintain the Assets of such Subject Company in their current state of repair in the ordinary course of business, excepting normal wear and tear; (ii) maintain insurance covering the Assets of such Subject Company substantially similar to that in effect on the date hereof; (iii) use commercially reasonable efforts to preserve the current business organization of such Subject Company intact; (iv) use its commercially reasonable efforts to keep available the services of its current Personnel; and (v) use its commercially reasonable efforts to preserve the current business relationships with customers, suppliers, distributors and others having business dealings with such Subject Company. No Subject Company will engage in any practice, take any action, embark on any course of inaction or enter into any transaction that would cause or result in any of its representations and warranties set forth in Article V to be untrue as of the Closing Date.
