CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Except as otherwise contemplated by this Agreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Unless N2H2 shall otherwise agree in writing, the business of the Company shall be conducted in and only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in accordance with applicable law; and the Shareholders must ensure that the Company shall use its best efforts to preserve intact the business organization of the Company, to keep available the services of the current officers, employees and consultants of the Company and to preserve the current relationships of the Company with, and the goodwill of, customers, suppliers and other Persons with which the Company has significant business relations. By way of amplification and not limitation, except as otherwise contemplated by this Agreement, the Company shall not, between 37 38 the date of this Agreement and the Closing, directly or indirectly do, or propose to do, any of the following without the prior written consent of N2H2:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Except as otherwise contemplated by this Agreement or disclosed in Schedule 6.1, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Buyer shall otherwise agree in writing, Seller shall cause the Allied Medical Waste Operations to, and shall use its reasonable efforts to cause BFI to cause the BFI Medical Waste Operations to:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. The Company covenants and agrees that, between the date of this Agreement and the Closing Date the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business, consistent with past practice. The Company shall use its best efforts to preserve intact its business organization, to keep available the services of the current officers, employees and consultants, and to preserve present relationships of the Company with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, the Company shall not, between the date of this Agreement and the Closing Date, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of Buyer:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Prior to the Effective Time, unless Acquiring Entity or Department of Coffee and Social Affairs Limited shall otherwise agree in writing or as otherwise contemplated by this Agreement or the Additional Agreements:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Between the date of this Agreement and the earliest to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article 7, except (i) as may be required by Law, (ii) as may be agreed in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as required pursuant to this Agreement, or (iv) as set forth in Section 4.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the Ordinary Course and use commercially reasonable efforts to preserve substantially intact its current business organizations, to keep available the services of its then-current officers and employees and to preserve its relationships with Governmental Entities (including applicable Gaming Authorities), customers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with it, and to preserve the goodwill of the Company or any of its Subsidiaries, provided, however, that no action by the Company or its Subsidiaries with respect to matters addressed by any provision of sub-clause (y) of this Section 4.1 shall be deemed a breach of the covenants contained in this Section 4.1 unless such action would constitute a breach of one or more specific provisions of sub-clause (y) of this Section 4.1, and (y) the Company shall not and shall not permit any of its Subsidiaries to:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. The Company and the Bank covenant and agree on behalf of themselves and FCLS that, between the date of this Agreement and the Effective Time, except as contemplated by this Agreement or as required by Law, or unless Parent shall otherwise consents in writing, the businesses of the Company, the Bank and FCLS shall be conducted only, and the Company, the Bank and FCLS shall not, take any action except (a) in the Ordinary Course of Business or (b) as set forth in Section 4.1 of the Company Disclosure Schedule; and the Company and the Bank will use their commercially reasonable efforts to preserve substantially intact the business organization of the Bank and FCLS, to keep available the services of the present officers, employees and consultants of the Bank and FCLS, to preserve the present relationships of the Bank and FCLS with customers, clients, suppliers and other Persons with which the Bank and FCLS have significant business relations and pay all applicable federal and material state, local and foreign Taxes when due and payable (other than those Taxes the payment of which the Bank or FCLS challenges in good faith in appropriate proceedings and which are fully reserved for to the extent required under GAAP) and to maintain in full force and effect all permits necessary for the conduct of the business of the Bank and FCLS as currently conducted (“Bank Permits”). Without limiting the generality of the foregoing, except as (x) in the Ordinary Course of Business, (y) expressly contemplated by this Agreement or (z) set forth in Section 4.1 of the Company Disclosure Schedule, the Company and the Bank shall not, and shall not permit FCLS, without the prior written consent of Parent, to:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. Except as otherwise contemplated by this Agreement or disclosed in Schedule 6.1, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Buyer shall otherwise agree in writing, Seller shall use its reasonable efforts to cause BFI to cause the Company, with respect to the Canadian Medical Waste Assets only, to:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. The Seller covenants and agrees that, prior to the Closing, unless Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) or except as expressly permitted or required pursuant to this Agreement:
CONDUCT OF BUSINESS BY THE COMPANY PENDING THE ACQUISITION. The Owners covenant and agree that, from the date of this Agreement until the Closing Date, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement:
