Operation of the Business. Except as contemplated by this Agreement or as disclosed on Section 6.1 of the Disclosure Schedule (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), Seller shall, and shall cause the Acquired Business to, use all reasonable and good faith efforts (i) to continue, in a manner consistent with the past practices of the Acquired Business, to operate and conduct the Acquired Business in the ordinary course, and (ii) not to take any of the following actions in connection with or on behalf of the Acquired Business without the prior written approval of the Buyer (which approval shall not be unreasonably withheld, conditioned or delayed):
Operation of the Business. Except as contemplated by this Agreement or as expressly agreed to in writing by Acquiror, during the period from the date of this Agreement to the Closing Date, Acquiree will conduct its operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would have a Material Adverse Effect on its ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or related Schedules, prior to the Closing Date, Acquiree will not, and Shareholders shall not cause or permit Acquiree to, without the prior written consent of Acquiror:
Operation of the Business. It is the Employer’s current intent to continue conducting its business in a manner that would not impede the attainment of the Performance Objectives applicable to any Convertible Performance Units granted to the Executive (the “CPUs”), provided that the parties acknowledge that any action or inaction by the Board (or any other person owing a fiduciary duty to the Employer) with respect to the conduct of the Employer’s business must be consistent with the Board’s or such person’s view of applicable fiduciary duties and law. Accordingly, the Employer agrees that, provided that its actions and inactions are consistent with applicable fiduciary duties and law, the Employer shall not take any action (or permit any inaction) that materially impedes the attainment of the Performance Objectives applicable to the CPUs. Notwithstanding the foregoing, nothing contained in this Section 3(a)(iv) nor any breach thereof shall create any right in the Executive (or any successor in interest to the Executive) to enjoin, preclude, constrain or otherwise interfere with any lawful action taken by or on behalf of the Employer, whether by injunction, restraining order, other equitable relief or otherwise or shall serve as the basis for any claim by the Executive for any punitive, consequential or incidental damages, and the Executive hereby agrees that his sole remedy for a breach of this Section 3(a)(iv) shall be limited to the payments and benefits to which he may be entitled under the terms of this Agreement in the event that he terminates his employment for Good Reason.
Operation of the Business. Since March 31, 2012, the Transferor Parties and their respective Affiliates have conducted the Business, including ownership and use of the Transferred Assets, only through Transferor and not through any other divisions or any direct or indirect Subsidiary or Affiliate of any of the Transferor Parties. Since March 31, 2012, Transferor has operated the Business in the Ordinary Course of Business. To the Knowledge of Transferor, as of the date hereof, there are no material adverse changes, modifications or amendments contemplated to be made to any of the Transferred Contracts or any of Transferor’s existing, scheduled or planned revenue generating activities with respect to the Business.
Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date that Seller and its Subsidiaries acquire the Business, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, following the acquisition of the Business, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:
Operation of the Business. Except as set forth in Schedule 3.17, (a) Seller has operated the Business only through Seller and not through any other divisions or any direct or indirect subsidiary or affiliate of Seller and (b) no part of the operation of the Business is operated by or through any entity other than Seller.
Operation of the Business. 5.2.1. Unless Parent shall otherwise consent in writing and except as expressly contemplated by this Agreement or in the schedules to the Company Disclosure Letter (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will:
Operation of the Business. Between the date of this Agreement and the Closing Date, Accord and Xxxx Xxxxxx will (a) conduct the business only in the ordinary course of business, (b) use its best efforts to preserve intact the current business organization, keep available the services of its current employees and agents, and maintain relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with Accord and Xxxx Xxxxxx, (c) confer with Buyer concerning operational matters of a material nature and (d) otherwise report periodically to Buyer concerning the status, operations and finances of the business.
Operation of the Business. From the Effective Date until the earlier of the Closing or the termination of this Agreement, except as otherwise contemplated by this Agreement, required by Law, as set forth in Section 6.3 of the Disclosure Schedule or as consented to by Buyer in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will cause each Company to: (a) conduct the Business of each Company in the Ordinary Course of Business; (b) use their reasonable best efforts to maintain the properties, physical facilities and operations of each Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of each Company, keep available the services of the current officers and key employees of each Company, and maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with any Company; (c) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (d) not effect any recapitalization, reclassification, or like change in such Company’s capitalization; (e) comply in all material respects with all applicable Laws; (f) maintain its books and records in accordance with past practice; (g) not settle or agree to settle any Proceeding (other than a Tax Proceeding) by or before any Governmental Body; (h) not settle any material Tax Proceeding if such settlement could reasonably be expected to result in a material Tax Liability of such Company or Buyer for a Post-Closing Tax Period; and (i) not agree or commit to do any of the actions prohibited by this Section 6.3. Seller will not, and will cause each Company not to, take any action or fail to take any action which, if taken or failed to be taken at the Effective Date, would constitute or result in a breach of Sections 4.7(a) through (k).
Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Schedule 5.1, Eagle covenants that until the Closing it will use all reasonable efforts to continue (or cause to be continued), in a manner consistent with the past practices of the Business, to maintain and preserve intact the Business, the Assets and the goodwill associated therewith, and to maintain (or cause to be maintained) the ordinary and customary relationships of the Business with its suppliers, customers and others having business relationships with it with a view toward preserving for Buyer and IP Buyer to and after the Closing Date the Business, the Assets and the goodwill associated therewith. Until the Closing Date, Eagle shall continue to operate and conduct the Business in the ordinary course, and maintain its books and records in accordance with past practices and will not without the prior written approval of Buyer or as otherwise contemplated by this Agreement or Schedule 5.1 take any of the following actions: