Conduct of Business by Sellers. Except as set forth in Schedule 6.1, (i) with respect to the Pre-Closing Covenants for the period commencing on the date hereof and ending at the Effective Time and (ii) with respect to covenants under subsections 6.1(e), (f), (g), (h), (k), (l), (p), and, solely for purposes of the forgoing subsections, (s) for the period commencing on the date hereof and ending at the Closing, each Seller shall, except as expressly required by this Agreement and except as otherwise consented to in advance in writing by Purchaser, which such consent shall not be unreasonably withheld:
Conduct of Business by Sellers. (a) Except for matters specifically contemplated by this Agreement, from the date of this Agreement to the Closing each Seller shall, and shall cause each of their Subsidiaries to, conduct its business in light of the existing circumstances (including the Chapter 11 Case) in such a manner as to permit the Sellers to perform their obligations under this Agreement and to maintain the ongoing operations of the Sellers, CLP and Pro-Motion consistent with the budget attached hereto as Exhibit C (the "Budget"). In addition, and without limiting the generality of the foregoing, from the date of this Agreement to the Closing, the Sellers shall not, and shall not permit any of their subsidiaries to, do any of the following without the prior written consent of Parent:
Conduct of Business by Sellers. From the date hereof until the Closing Date, Sellers will with respect to the conduct of Business, except as required in connection with the transactions contemplated by this Agreement and except as otherwise consented to in writing by Purchaser:
Conduct of Business by Sellers. (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, except (i) as set forth in Section 6.2(b) of the Seller Disclosure Letter or as otherwise expressly required by this Agreement or (ii) as Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Seller Parent agrees that it will, and will cause each of the Conveyed Subsidiaries (and their Subsidiaries) and the Asset Sellers (in respect of the Business) to, (x) conduct the Business in all material respects in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to (i) maintain and preserve intact the Business, the Conveyed Subsidiaries (and their Subsidiaries) and the Purchased Assets (including to use commercially reasonable efforts to maintain the existence of, and rights of Sellers in, to or under the Business IP and the Licensed IP and Governmental Authorizations) in all material respects, and (ii) maintain the ordinary course and customary relationships with licensors, suppliers, distributors, customers and others having business relationships with the Business in all material respects.
Conduct of Business by Sellers. Sellers covenant that the Seller ------------------------------ shall not:
Conduct of Business by Sellers. Except as set forth in Schedule 6.1, (i) with respect to the Pre-Closing Covenants for the period commencing on the date hereof and ending at the Effective Time and (ii) with respect to covenants under subsections 6.1(e), (f), (g), (h), (k), (l), (p), and, solely for purposes of the forgoing subsections, (s) for the period commencing on the date hereof and ending at the Closing, each Seller shall, except as expressly required by this Agreement and except as otherwise consented to in advance in writing by Purchaser, which such consent shall not be unreasonably withheld: 36 (a) conduct the Business in the Ordinary Course in all material respects and not engage in any new line of business or make any commitment with respect to the Business or the Purchased Assets except those in the Ordinary Course in all material respects and not otherwise prohibited under this Section 6.1; (b) use commercially reasonable efforts to (i) preserve intact the goodwill and business organization of such Seller and (ii) preserve the relationships and goodwill of such Seller with customers, distributors, suppliers and employees of such Seller; (c) (i) duly and timely file or cause to be filed all material reports required to be filed with any Governmental Entity, agency or authority and (ii) duly and timely file or cause to be filed all material Tax Returns required to be filed with any Governmental Entity, agency or authority and promptly pay or cause to be paid when due all Taxes, assessments and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith or an extension has been granted by appropriate proceedings; (d) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices and Sellers’ obligations as tenants under the Leases, all buildings, offices, shops and other structures occupied by Sellers and located on the Leased Real Property; (e) not authorize for issuance or issue and deliver any additional shares of its capital stock or membership interests or securities convertible into or exchangeable for shares of its capital stock or membership interests or issue or grant any right, option or other commitment for the issuance of shares of its capital stock or membership interests; (f) not amend or modify its charter documents; (g) not create any subsidiary, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest i...
Conduct of Business by Sellers. Seller covenants that the Seller ------------------------------ shall not, without the prior written consent of ART:
Conduct of Business by Sellers. Prior to the Closing, and except as otherwise contemplated by this Agreement (including, without limitation, in connection with the Share Exchange), set forth in Section 6.2 of the Disclosure Schedule or consented to or approved by Parent (which consent or approval will not be unreasonably withheld), each of the Seller Agreement Parties covenants and agrees that it shall cause each Seller Entity to operate its business in the ordinary course of business and use commercially reasonable efforts to preserve the properties, business, operations (including officers and employees), goodwill and relationships with suppliers and customers of its business and shall not undertake any of the following:
Conduct of Business by Sellers. Between the date of this Agreement and the Closing Date, unless the Purchaser shall otherwise agree in writing, the Business shall be conducted only in the ordinary course of business consistent with past practice. Between the date of this Agreement and the Closing Date, except as otherwise required by this Agreement, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld (and all requests for the Purchaser’s consent shall be directed to Xxxx Xxxxxxx at Xxxx.Xxxxxxx@xxxxxxxx.xxx and the Purchaser shall respond by email within four Business Days of Xx. Xxxxxxx’ receipt of such request), neither Seller shall, in connection with the Business conducted at the Fishers Distribution Center or relating to the Transferred Assets (except as otherwise provided below):
Conduct of Business by Sellers. Sellers and Shareholder hereby covenant, warrant and agree that from May 31, 2004 to the Closing Date, except for any transactions expressly approved in writing by the Buyer:
