Operations of Parent. Parent will not hold any assets or engage in any business other than as set forth in Section 7.29.
Operations of Parent. Parent has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a part or subject to any Contract, in each case other than as contemplated herein or therein.
Operations of Parent. Except as disclosed in Section 5.30 of Parent Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September 30, 2001, Parent has not:
Operations of Parent. 30 Section 5.31 Taxes......................................................32 Section 5.32 Environmental Laws.........................................33 Section 5.33 Company Action.............................................33 ARTICLE VI. Representations and Warranties of, Pruitt and Hill...........33
Operations of Parent. Parent (i) has not previously conducted, does not currently conduct and shall not conduct through the Effective Time business operations, (ii) has not previously owned, does not currently own and shall not own through the Effective Time any real property, (iii) except as set forth in Section 5.12 of the Parent Disclosure Letter, has not previously employed, does not currently employ and shall not employee any individual through the Effective Time, and (iv) has no other Subsidiary other than Merger Sub and Merger Sub Two.
Operations of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, Parent agrees (except as contemplated by this Agreement or to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld) to, in all material respects, carry on its business in the usual and ordinary course, and, in the discretion of Parent's Board of Directors and to the extent consistent with Parent's business, to use reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth in Section 6.1 of the Parent Disclosure Schedule, during such period, Parent shall not without the prior written consent of the Company (which consent shall not be unreasonably withheld) pursuant to the procedure set forth in Section 6.1(d) below:
Operations of Parent. Parent was formed solely for the purpose of entering into, and engaging in the transactions contemplated by, this Agreement and the Merger Agreement and has no assets or liabilities other than its rights and obligations under or in respect of this Agreement, the Merger Agreement, the Commitment Letter, the Equity Funding Letter, that certain engagement letter, dated as of the date hereof, by and between Parent and Wachovia Capital Markets, LLC, and the fee letters and engagement letters entered into in connection with the Commitment Letter.
Operations of Parent. FreeCook will continue to conduct its business as it is presently being conducted; Natalija Tunevic will remain President of FreeCook.
Operations of Parent. (a) Each Parent Party covenants and agrees that, until the earlier of the Closing and the time that this Agreement is terminated in accordance with its terms, unless the Company consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as is otherwise disclosed in Section 6.2 of the Parent Disclosure Letter or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law or Order; provided that, notwithstanding the obligations set forth in this Section 6.2, during the Alternative Financing Period, if any, Parent and its Subsidiaries shall be permitted to, directly or indirectly, take any action otherwise prohibited by Section 6.2(b)(v), (b)(viii), (b)(ix) and (only with respect to (b)(viii) or (b)(ix)) (b)(xiv) if it determines in good faith that it is reasonably necessary in connection with obtaining, solely if the Alternative Financing Period occurs, during the Alternative Financing Period, some or all of the Alternative Financing:
Operations of Parent. Parent has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein, including in connection with arranging the Financing.
