Operation of Business in Ordinary Course. Prior to the Closing, Seller will conduct its Wrought Wheel Business and affairs only in the ordinary course and consistent with its prior practice including, but not limited to:
Operation of Business in Ordinary Course. Prior to the Closing, the Company and each Subsidiary will operate its business and the business of each of its Subsidiaries only in the usual and normal course, and will not, except as contemplated by the Registration Statement, as amended through the date of this Agreement, including Amendment No. 1, without the consent of the Purchaser, engage in any of the transactions described in paragraphs (a), (b), (d), (e), (f), (except for the amendment in the form of Exhibit C hereto), (g) or (h) of Section 2.22 hereof.
Operation of Business in Ordinary Course. Summit, on behalf of itself and its subsidiaries, covenants and agrees that from and after the date hereof and until the Effective Time, it and its subsidiaries: (a) will carry on their business diligently and substantially in the same manner as heretofore and will not institute any unusual or novel methods of management or operation of their properties or business and will maintain such in their customary manner; (b) will use their reasonable best efforts to continue in effect their present insurance coverage on all properties, assets, business and personnel; (c) will use their reasonable best efforts to preserve their business organization intact, preserve their present relationships with customers, suppliers, and others having business dealings with them, and keep available their present employees, provided, however, that Summit or any of its subsidiaries may terminate any employee for unsatisfactory performance or other reasonable business purpose, and provided further, however, that Summit will notify and consult with UJB prior to terminating any of the five highest paid employees of Summit; (d) will use their reasonable best efforts to continue to maintain fidelity bonds insuring Summit and its subsidiaries against acts of dishonesty by each of their employees in such amounts (not less than present coverage) as are customary, usual and prudent for corporations or banks, as the case may be, of their size; (e) will not knowingly do anything or fail to do anything which will cause a breach of or default under any representation, warranty or covenant of Summit or any contract, agreement, commitment or obligation to which they or any one of them is a party or by which they or any of their assets or properties may be bound or committed if the consequence of such, individually or in the aggregate, would be likely to have a material adverse effect on Summit and its subsidiaries taken as a whole; and (f) will not change their methods of accounting in effect at December 31, 1994, or change any of their methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of their Federal income tax returns for the taxable year ending December 31, 1994, except as required by changes in laws, regulations or generally accepted accounting principles or changes that are to a preferable accounting method, and approved in writing by Summit's independent certified public accountants.
Operation of Business in Ordinary Course. Prime, on behalf of itself and its subsidiaries, covenants and agrees that from and after the date hereof and until the Effective Time, it and its subsidiaries: (a) will carry on their business substantially in the same manner as heretofore and will not institute any unusual or novel methods of management or operation of their properties or business and will maintain such in their customary manner; (b) will use their best efforts to continue in effect their present insurance coverage on all properties, assets, business and personnel; (c) will use their best efforts to preserve their business organization intact, preserve their present relationships with customers, suppliers, and others having business dealings with them, and keep available their present employees, provided, however, that Prime or any of its subsidiaries may terminate any employee for unsatisfactory performance or other reasonable business purpose, and provided further, however, that Prime will notify and consult with Summit prior to terminating any of the five highest paid employees of Prime; (d) will use their best efforts to continue to maintain fidelity bonds insuring Prime and its subsidiaries against acts of dishonesty by each of their employees in such amounts (not less than present coverage) as are customary, usual and prudent for corporations or Banks, as the case may be, of their size; and (e) will not change their methods of accounting in effect at December 31, 1998, or change any of their methods of reporting income and deductions for Federal income tax purposes from those employed in the preparation of their Federal income tax returns for the taxable year ended December 31, 1998, except as required by changes in laws, regulations or generally accepted accounting principles or changes that are to a preferable accounting method, and approved in writing by Prime's independent certified public accountants.
Operation of Business in Ordinary Course. Except as disclosed on Schedule 2.19, since January 1, 2003, Seller has been engaged solely in the operation of the Business in the Ordinary Course, consistent with past practice, and there has not been any occurrence, event, incident, action, failure to act or transaction involving Seller which has had or is reasonably likely to have individually or in the aggregate a Material Adverse Effect. Without limiting the foregoing, Seller has not (a) sold, transferred, assigned, leased or otherwise disposed of all or any portion of the Purchased Assets (other than sales of Inventory and other dispositions made in the Ordinary Course); (b) sustained any damage, loss or destruction whether or not covered by insurance of or to the Purchased Assets that has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (c) paid any material obligation or liability (fixed or contingent), or settled any material claim, liability or suit pending or threatened against the Business or the Purchased Assets other than workers' compensation claims or otherwise in the Ordinary Course or payments made in connection with the purchase of goods and services in Ordinary Course; (d) effected any change in any method of accounting or accounting practice used by Seller; (e) written-down any Inventory, except for write-downs in the Ordinary Course not material to the Business; (f) increased the wages, salaries, benefits or other compensation or made any other change in employment terms outside the Ordinary Course of any employee in the Business (except for customary increases based on term of service or promotion of non-salaried employees or other increases in the Ordinary Course); (g) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course; (h) mortgaged, pledged or subjected to any material lien, charge or any other encumbrance, any portion of its properties or assets; (i) entered into, amended or terminated any lease, contract, agreement, commitment, or any other transaction in excess of $10,000 other than in the Ordinary Course and in accordance with past custom and practice, or entered into any transaction with any Affiliate; (j) made any loans or advances to, or guarantees for the benefit of, any persons; (k) had revoked or terminated any material Consent; (l) made or suffered any material change in the conduct or nature of any aspect of the Business, other than ...
Operation of Business in Ordinary Course. Prior to the Closing, the Company will conduct its business and affairs only in the ordinary course and consistent with its prior practice, including but not limited to:
Operation of Business in Ordinary Course. Since the date of the June 30 Balance Sheet, Company has been engaged solely in the operation of its business in the Ordinary Course, consistent with past practice, and (i) except in the operation of its business in the Ordinary Course, consistent with past practice, no Party has accelerated, terminated, modified or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which Company is a Party or by which it is bound which individually or in the aggregate with any other such agreements, contracts, leases or licenses, has had or may have a Material Adverse Effect and no Party has provided Company with notice of his/its intention to take any such action; (ii) Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration in the Ordinary Course; (iii) Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to any of the assets of the Company except for damage, destruction and loss that has not had a Material Adverse Effect; (iv) except for any Excluded Losses, there has not been any other occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of business involving Company which has had or is reasonably likely to have a Material Adverse Effect; and (v) Company has not committed to do any of the foregoing.
Operation of Business in Ordinary Course. Between the date of this Agreement and the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 9.1, the Company shall, and shall cause each Subsidiary to, conduct its business and its operations in all material respects only in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 9.1, the Company shall, and, as applicable, shall cause each Subsidiary to (except as consented to in writing by Parent or otherwise expressly permitted under this Agreement):
Operation of Business in Ordinary Course. Prior to the Closing, ---------------------------------------- the Company will operate its business and the business of each of its Subsidiaries only in the usual and normal course, and will not, without the consent of the Purchasers, engage in any of the transactions described in Section 2.22 hereof.
Operation of Business in Ordinary Course. The Business shall have, in all material respects, been conducted in the ordinary course of business and in substantially the same manner as it was conducted before the date of the Base Balance Sheet Date, except as otherwise set forth in this Agreement.
