Operations in the Ordinary Course of Business Sample Clauses

Operations in the Ordinary Course of Business. The Selling Shareholders warrant and represent that during the period as from March 1, 1997 inclusive to the Closing Date the Company and its subsidiaries have conducted their business operations according to the ordinary and usual course of business and have used their reasonable best efforts (i) to preserve intact their business organization; (ii) to maintain their books and records in accordance with past practices; (iii) to keep available the services of their managing directors (directeuren) and employees; and (iv) to maintain satisfactory relationships with licensors, suppliers, distributors, customers and others having business relationships with them.
Sample 1
AutoNDA by SimpleDocs
Operations in the Ordinary Course of Business. Except for actions required by this Agreement, Seller covenants and agrees that it will, and Xxxxxx covenants and agrees to cause Seller to, cause its business and the Purchased Assets to be operated only in the lawful, ordinary and usual course of business and that it will not take any action inconsistent therewith or engage in any transaction other than in the ordinary and usual course of business as heretofore conducted.
Sample 1
Operations in the Ordinary Course of Business. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement, the Company shall, and Seller shall cause the Company to, conduct its business in the usual course and in such manner as to ensure that no act or event shall occur prior to the Closing Date which would reasonably be expected to result in a breach of the representations and warranties set out in Article 4. Without limiting the foregoing, Seller shall prepare, or shall cause to be prepared, the financial information of the Company as needed to compile the Estimated A/R Statement and determine the Estimated Adjusted Accounts Receivable as contemplated by Section 3.2(b).
Sample 1
Operations in the Ordinary Course of Business. Notice of Any ------------------------------------------------------------ Inconsistency. Subject to the terms of this Agreement, Seller will conduct the ------------- Business only in the ordinary and usual course and will use its Best Efforts (consistent with the terms of this Agreement) to preserve intact Seller's business organization (to the extent relating to or involving the Business), keep available the services of its officers and employees who are employed in the Business, and use its best efforts to maintain satisfactory relationships with other parties to its contracts and with all suppliers, clients, customers and others having business relationships with it (to the extent relating to or involving the Business).
Sample 1
Operations in the Ordinary Course of Business. From the date hereof through the Closing Date, except as otherwise contemplated by this Agreement or any Transaction Agreement, Seller agrees that it will conduct its business with respect to the Purchased Assets in the ordinary course in all material respects.
Sample 1
Operations in the Ordinary Course of Business. The Company shall, and shall cause each of its Subsidiaries to, conduct its operations according to its ordinary and usual course of business and use its best efforts to preserve intact its business organization; keep available the services of its officers and employees; and maintain satisfactory relationships with licensors, suppliers, distributors, customers and others having business relationships with it. The Company shall confer with representatives of CBRL to keep it informed with respect to operational matters of a material nature and to report the general status of the on-going operations of its business.
Sample 1

Related to Operations in the Ordinary Course of Business

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Regular Course of Business Between the date of this Agreement and the Closing Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will:

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Past Practice The parties agree that all past practices and other understandings between the parties not expressly memorialized and incorporated into this Agreement shall no longer be enforceable.

  • Past Practices (a) The Parties recognize the Employer’s full right to direct the work force and to issue work orders and rules and that these rights are diminished only by the law and this Agreement, including arbitrator’s awards which may evolve pursuant to this Agreement, or for temporary employees, decisions resulting from dispute resolution procedures which may evolve pursuant to this Agreement.

  • Certain Business Practices Neither Company nor any Company Subsidiary nor any directors, officers, agents or employees of Company or any Company Subsidiary (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended.

  • Payables All accounts and notes payable of the Company, together with an appropriate aging schedule;

Time is Money Join Law Insider Premium to draft better contracts faster.