Operations Prior to the Closing. Except as contemplated by this Agreement or as set forth in Schedule 7.3 or consented to in writing by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed:
Operations Prior to the Closing. Prior to the Closing, except in accordance with prior approval of Xxxxx, which approval shall not be unreasonably withheld:
Operations Prior to the Closing. Seller covenants and agrees (i) to maintain and preserve the Assets in their present condition (including by using its commercially reasonable efforts to renew any Store Leases and Assigned Subleases that come up for renewal in the ordinary course of business of the Sellers) and, with respect to the Store Properties, in the condition required under the respective Store Leases or Assigned Subleases other than reasonable wear and tear, casualty and condemnation,
Operations Prior to the Closing. Seller shall operate and carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller (i) shall keep and maintain the Assets in their present operating condition and repair, reasonable wear and tear excepted, (ii) shall use its best efforts to maintain the business organization of the Business intact and to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with Seller and (iii) shall not take any action that would encumber the Assets, impair its intellectual property rights with respect to the Assets, take any action that would interfere with Buyer's ability to operate the Business following the Closing or take any actions reasonably likely to decrease the value of the Business.
Operations Prior to the Closing. (a) Except as expressly contemplated by this Agreement, (i) Seller shall operate and carry on the Operations only in the ordinary course and substantially as presently conducted, and in compliance with all Requirements of Laws, Governmental Orders, and the binding agreements, covenants and restrictions applicable thereto; (ii) Seller shall keep and maintain the Purchased Assets in reasonably good operating condition and repair and, except to the extent specifically agreed to in writing by Buyer, shall use commercially reasonable efforts to maintain the business organization of the Operations intact and to preserve the goodwill of the suppliers, contractors, employees, customers and other Persons having business relations with the Operations, and (iii) Seller shall not (A) transfer or cause to be transferred from or to Seller any Regular Personnel without the prior written approval of Buyer, except for voluntary transfers requested by any Regular Personnel, or (B) otherwise attempt to persuade any Regular Personnel to terminate his or her relationship with the Operations.
Operations Prior to the Closing. During the period prior to the Closing, Sellers shall conduct the Business only in the ordinary course and substantially as operated prior -33- 39 to the date hereof and, except as set forth in Schedule 7.4 shall not take any of the actions specified in Section 5.7.
Operations Prior to the Closing. Except as expressly contemplated by this Agreement or as described in Schedule 6.5,
Operations Prior to the Closing. (a) At all times prior to the Closing, AWS PCS shall keep and maintain the AWS Licenses current and in good standing. AWS PCS shall comply in all material respects with all applicable Legal Requirements, including all Legal Requirements relating to the AWS Licenses or their use. AWS PCS shall retain control of the AWS Licenses at all times prior to the Closing, provided that ultimate control of the AWS Licenses will be transferred to Cingular upon the consummation of the Merger. AWS PCS shall not: (i) directly or indirectly sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any Lien on, any of the AWS Licenses or any interest therein or negotiate therefor; (ii) take or permit to be taken any action to adversely affect, impair or subject to forfeiture or cancellation any of the AWS Licenses; or (iii) take or agree to take any other action inconsistent with the consummation of the transactions contemplated by this Agreement. AWS PCS shall not incur any material obligation or liability, absolute or contingent, relating to or affecting any of the AWS Licenses or their use. No later than five (5) Business Days prior to the Closing Date, AWS PCS shall (a) remove all Liens on the AWS Triton Licenses and (b) clear all of its operations from the spectrum associated with the AWS Triton Licenses. AWS PCS shall perform all of its material obligations required to be performed under all of the AWS Licenses. On the Closing Date, AWS PCS shall be the exclusive, authorized, legal holder of the AWS Licenses.
Operations Prior to the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof until the Closing Date, Seller will (i) conduct the operations of the Facility and will manufacture the SLC Products only in the ordinary course consistent with past practices, (ii) use commercially reasonable efforts to retain the services of the present key Employees located at the Facility, and (iii) use commercially reasonable efforts to preserve the relationships with the customers and distributors with respect to the SLC Products and the Facility's suppliers.
