Operation of the Business Prior to Closing. Except for actions taken pursuant to the prior written consent of Buyer, Seller from the date of this Agreement until the Closing will:
Operation of the Business Prior to Closing. Between the date of this Agreement and the Closing Date, except as contemplated in this Agreement, any of the other Acquisition Documents or as set forth in Schedule 5.14, or unless Buyer shall otherwise agree in writing (which consent shall not be unreasonably withheld or delayed), Seller shall use commercially reasonable efforts to:
Operation of the Business Prior to Closing. (a) To the extent permitted by applicable Law, between the date of this Agreement and the Closing, Seller shall (i) conduct the Business only in the ordinary course of business; (ii) use its commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents as relates to the Business and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it as relates to the Business; (iii) continue to collect its accounts receivable in the ordinary course of business and shall not take any action to accelerate, settle, discount, factor, or sell any such accounts receivable; (iv) continue to invoice its customers in the ordinary course of business and shall not take any action to accelerate, settle, discount, factor, or sell the right to invoice or otherwise collect payment from such customers; (v) confer with Buyer prior to implementing operational decisions of a material nature; and (vi) at the request of Buyer, report periodically to Buyer concerning the status of the Business and its operations and finances.
Operation of the Business Prior to Closing. (a) Except as set forth on Schedule 8.4, prior to the Closing, Seller:
Operation of the Business Prior to Closing. Except (i) as expressly contemplated by this Agreement, including the use of proceeds from the sale of the Shares as contemplated by Section 3.11, (ii) as required by applicable Law or Data Security Requirements, (iii) as contemplated pursuant to the Loan Purchase Agreement, including the Loan Purchase and obtaining the financing with respect thereto, including the incurrence of indebtedness for purposes of financing such Loan Purchase, or (iv) as approved in advance by each Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), from the Effective Date through the Closing, the Company shall, and shall cause its Subsidiaries to, operate, in the ordinary course of business in all material respects and use commercially reasonable efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties. Except (1) as expressly contemplated by this Agreement, (2) as contemplated pursuant to the Loan Purchase Agreement, including the Loan Purchase and obtaining the financing with respect thereto, including the incurrence of indebtedness for purposes of financing such Loan Purchase, or (3) as required by applicable Law or Data Security Requirements, from the Effective Date through the Closing, the Company and its Subsidiaries, without the prior written consent of each Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), shall not:
Operation of the Business Prior to Closing. Except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 3.10 of the Disclosure Letter, (iii) as required by applicable Law or Data Security Requirements, or (iv) as approved in advance by Investors (which approval shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement through the Closing, the Company shall, and shall cause its Subsidiaries to, operate in the ordinary course of business in all material respects and use commercially reasonable efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties. Except (1) as expressly contemplated by this Agreement, (2) as set forth in Section 3.10 of the Disclosure Letter or (3) as required by applicable Law or Data Security Requirements, from the date of this Agreement through the Closing, the Company and its Subsidiaries, without the prior written consent of Investors (which consent shall not be unreasonably withheld, conditioned or delayed), shall not:
Operation of the Business Prior to Closing. (a) Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company to, (i) conduct the business of the Company in the ordinary course of business, and preserve the Company’s Assets and Properties, in each case, in substantially the same manner as heretofore conducted or preserved consistent with past practice, (ii) use 38 reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the current officers and employees of the Company, and maintain the contractual relations and goodwill of the Company with, Fxxxxx Mxx, GNMA, HUD, Fxxxxxx Mac, borrowers, landlords, creditors and others having business relationships with the Company, (iii) not cause or permit any amendment, supplement, waiver or modification to or of its articles of incorporation or bylaws or create any Subsidiaries; (iv) not declare, set aside, make or pay dividends or other distributions on or in respect of, or redeem or repurchase, directly or indirectly, any shares of capital stock of the Company, or issue or sell any shares of capital stock of the Company, or any securities convertible or exchangeable for any such shares; (v) not take any action or omit to take any action, which action or omission would result in a breach of any of the representations and warranties set forth in Article III; (vi) not change in any respect its accounting practices, policies or principles, except as may be required by applicable law or GAAP; (vii) pay down existing Indebtedness, and not incur new or increased Indebtedness, except in the ordinary course of business consistent with past practices; and (viii) not undertake any matters outside the ordinary course of business without the prior written consent of Purchaser which consent shall not be unreasonably withheld or delayed and if not withheld or given within ten (10) days of notice of such undertaking shall be deemed given. An action shall be deemed to be in the ordinary course of business only if it is consistent with past practice.
Operation of the Business Prior to Closing. Except as otherwise contemplated by this Agreement, or otherwise disclosed on Schedule 7.2, between the date hereof and the Closing (except as specifically required or permitted by this Agreement or required by Law, or except as Buyer shall otherwise consent thereto), Seller shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to, use their commercially reasonable efforts to operate the Business in the ordinary course consistent with past practice, maintain relationships with the material customers and suppliers of the Business, retain the services of current officers and other key employees and keep the tangible Purchased Assets in good repair and condition (ordinary wear and tear excepted). In furtherance of the foregoing, except as specifically required or permitted by this Agreement or required by Law, or except as Buyer’s prior written consent to do otherwise is obtained (which consent shall not be unreasonably withheld or delayed), Seller shall not, and shall cause its Subsidiaries not to:
Operation of the Business Prior to Closing. Except for actions taken pursuant to the prior written consent of Buyer, Seller and Seller's Affiliates from the date of this Agreement until the Closing will: (a) conduct the Business in the ordinary course, including without limitation repairing or replacing any Equipment that is currently used in the Business that is damaged or that is destroyed due to an event that is customarily insured against; (b) not transfer any of the Acquired Assets, other than in the ordinary course of business; (c) continue to meet the contractual obligations of, and pay obligations relating to, the Business as they mature in the ordinary course; and
Operation of the Business Prior to Closing. Between the date hereof and through the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice, except as agreed to in writing by Purchaser. Without limiting the generality of the foregoing, between the date hereof and through the Closing Date (and, as the context permits, thereafter):
