Operation of the Business. Except as contemplated by this Agreement or the Employee Matters Agreement (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary course in all material respects, (ii) to maintain and preserve intact its current Business organization, operations, assets, properties and franchises in all material respects, and (iii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed):
Operation of the Business. Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec:
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 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)(v) 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)(v) 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. 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 West Laurel 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 West Laurel, (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. 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. Except as expressly permitted by this Agreement, during the period between the date hereof and the Closing Date, the Company shall use its commercially reasonable efforts to, and the Company shall cause each of its Subsidiaries to use their commercially reasonable efforts to (i) carry on the Business in the usual and ordinary course of business, consistent with past practice, and (ii) maintain and preserve its business and properties, including its present operations, facilities and relationships with its employees, customers, suppliers and vendors. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Target Companies, whether or not in the usual and ordinary course of business and whether or not consistent with past practice, to pay or prepay any obligation or to pay, transfer or distribute any cash to the Company or Sellers; provided, that no such payments, prepayments, transfers or distributions shall occur after the delivery of the Closing Estimate Statement to Purchaser.
Operation of the Business. From the date hereof until the Closing, the Target will, and the Target and the Sellers will cause each Company to: (a) conduct the Business of each Company only in the Ordinary Course of Business (other than as contemplated by this Agreement); (b) use their best efforts to maintain, in a manner consistent with the Ordinary Course of Business, 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, employees and agents of each Company, and maintain the relations and goodwill with suppliers, customers, lenders, creditors, employees, agents and others having material business relationships with any Company; (c) continue in full force and effect without material modifications all Insurance Policies, except as required by applicable Law; (d) confer with Buyer with respect to, and provide Buyer with copies of, Tax Returns before filing; (e) not effect any recapitalization, reclassification, or like change in such Company’s capitalization; (f) comply in all material respects with all applicable Laws; (g) maintain its books and records in accordance with past practice; (h) not institute, settle or agree to settle any Proceeding by or before any Governmental Body; and (i) not agree or commit to do any of the actions prohibited by this Section 6.4. The Sellers and the Target will not, and will cause each Company not to, engage in any practice, take any action, fail to take any action, or enter into any transaction as a result of which any change or event listed in Section 4.7 is reasonably likely to or does occur.