Conduct and Preservation of Business. Except as contemplated by ------------------------------------ this Agreement, during the period from the date hereof to the Closing, Company shall (i) conduct its business only in the ordinary course consistent with past practice; (ii) shall use its reasonable best efforts to preserve, maintain, and protect its assets and Company's Business; (iii) shall use its reasonable best efforts to preserve intact the business organization of Company's Business, to keep available the services of the employees of its business, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers, and others having business relationships with its business; and (iv) comply with all Applicable Laws.
Conduct and Preservation of Business. Except as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company and the Subsidiaries (i) shall each conduct its operations according to its ordinary course of business consistent with past practice and in compliance with all Applicable Laws; (ii) shall each use its reasonable best efforts to preserve, maintain and protect its properties; and (iii) shall each use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it.
Conduct and Preservation of Business. Except as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller (i) shall conduct the Business only in the ordinary course consistent with past practice and in compliance with all Applicable Laws; (ii) shall use its reasonable best efforts to preserve, maintain, and protect the Assets; and (iii) shall use its reasonable best efforts to preserve intact the business organization of the Business, to keep available the services of the employees of the Business, and to maintain existing relationships with licensors, licensees, suppliers, contractors, distributors, customers, and others having business relationships with the Business.
Conduct and Preservation of Business. Except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith); (ii) maintain its Inventory supplies at levels consistent with past practices (which shall mean, with respect to paper, supplies approximately sufficient for one (1) month); (iii) not cause or permit to occur any of the events or occurrences described in Section 3.4 and (iv) exercise all Reasonable Efforts to maintain (x) the goodwill and going concern value of the Business and (y) the Business's relationship with its customers, vendors and employees. Without limiting the generality of the foregoing, Seller shall not delay or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through the Closing Date, Seller will notify Buyer of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, (iv) any material default under any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payable, accounts receivable or other working capital items of Seller.
Conduct and Preservation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect the Assets and the Business, including, without limitation, to preserve its relationship with its employees, suppliers and customers and to preserve its goodwill; (iii) comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Business or the Assets; (iv) not cause nor permit to occur any of the events or occurrences described in Section 6.5(f); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; and (vi) not take any action or omit to take any action which act or omission would result in the inaccuracy of any of its representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission. Without limiting the foregoing, until the Closing Date or termination of this Agreement, Seller will not (a) change the compensation of any of its officers or, except in the ordinary course of business, its employees or consultants, or enter into any employment, severance or other agreement with any of its officers, employees or consultants; (b) enter into or engage in negotiations with, or solicit offers from, any other party, directly or indirectly, relating to a possible acquisition of Seller or the Business, whether by way of merger, reorganization, purchase of shares of capital stock, purchase of assets, management agreement, license or distribution agreement with respect to any of Seller's products or otherwise (each, an "Acquisition Transaction").
Conduct and Preservation of Business. Except as expressly provided in this Agreement or as consented to in writing by Purchaser (the requirement of which will not violate or conflict with applicable Law), between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, Seller will cause the Acquired Company and the Acquired Subsidiaries to (i) conduct their operations according to their ordinary course of business and in material compliance with all applicable Laws and (ii) maintain and preserve intact the Business in all material respects with a view toward preserving the Business for Purchaser to and after the Closing Date; provided that, the Acquired Company, the Acquired Subsidiaries, Seller and Seller’s Affiliates shall not be required to (x) make any capital expenditures or (y) make any payment or assume any liability or obligation not otherwise required to be paid or assumed by the terms of an existing Company Contract or by applicable Law or offer or grant any financial accommodation or other benefit not otherwise required to be made by the terms of an existing Contract.
Conduct and Preservation of Business. Except as expressly provided in this Agreement or as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), between the Execution Date and the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9.1, the Sellers will cause the Subject Entities to conduct their operations according to their ordinary course of business and in material compliance with all applicable Laws.
Conduct and Preservation of Business. Union Oil and the Company ------------------------------------ covenant and agree as follows:
Conduct and Preservation of Business. (a) Except actions or inaction of Acquirer or its Affiliates pursuant to the TBA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company shall not, and Transferor shall not permit the Company to, without the prior written consent of Acquirer:
Conduct and Preservation of Business. (a) Except actions or inactions of Purchaser pursuant to the TBA, or as expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller shall not, without the prior written consent of Purchaser:
