Conduct of Business Etc. The Borrower will: (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises; (ii) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities; (iii) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; (iv) maintain all of its Property used or useful in its business in good working order and condition, ordinary wear and tear excepted; and (v) keep adequate records and books of account, in which complete and consistent entries will be made, except to the extent that the failure to comply with any of the foregoing would not, individually or in the aggregate, result in a Material Adverse Effect. Without the prior written consent of the Administrative Agent, the Borrower will not amend, supplement or otherwise modify, or give its consent to any amendment, supplement or other modification of, any Transaction Document (other than (i) any of the foregoing entered into in the ordinary course of business with respect to any Assignment Agreement or (ii) any of the foregoing entered into with respect to any Loan Document in accordance with Section 8.4 and any other applicable provisions of such Loan Document).
Conduct of Business Etc. From the date of this Agreement until the Closing (the "Interim Period"), except as permitted by this Agreement or as otherwise consented to by the Purchaser in writing, which consent shall not be unreasonably withheld, the Company shall, and IBF shall use its best efforts to cause the Company to:
Conduct of Business Etc. From the date of this Agreement and until the Closing ("Interim Period"), except as is otherwise approved by Purchaser in writing (which approval shall not be unreasonably withheld or delayed), Seller shall:
Conduct of Business Etc. The Borrower shall (a) do or cause to be done all things necessary to preserve and to keep in full force and effect its existence and such franchises as are necessary for the continuance of its business as currently being conducted, (b) continue to engage substantially only in the business of a full service automobile dealership, and (c) comply with all Laws applicable to the Borrower, its business or any of its properties or assets (including, but not limited to, the Collateral).
Conduct of Business Etc. (a) The Borrower will not, and Holdings and the Borrower will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related or incidental thereto.
Conduct of Business Etc. From and after the date of this Agreement to and including the Closing, Seller will carry on the Business in a reasonable and prudent manner consistent in all material respects with past practices, will notify Buyer of the occurrence of any event having a material impact upon the Business prospects or financial condition and, except as contemplated by this Agreement, without the prior written consent of Buyer, will not do any of the following:
Conduct of Business Etc. (a) From the date hereof until the Closing, except for (i) entering into and performing under this Agreement and the Additional Transfer Agreements, (ii) the matters referred to in Schedule 4.2, (iii) the effect of the consummation of the transactions contemplated by this Agreement and the Additional Transfer Amended and Restated 18 Stock Purchase Agreement Agreements and (iv) as otherwise consented to by the Purchaser in writing, such consent not to be unreasonably withheld, the Sellers shall cause the Company Groups and the German Branches to conduct their Business in the ordinary course in substantially the same manner in which it previously has been conducted and not take any action that would cause a breach of Section 2.15.
Conduct of Business Etc. From the date hereof until the Second Closing, except for entering into and performing under this Agreement, the effect of the consummation of the transactions contemplated hereby, or as consented to by GEFA in writing, such consent not to be unreasonably withheld or delayed, PMH and PGH shall cause each of the PGH Subsidiaries to conduct the PGH Business in the ordinary course in substantially the same manner in which it previously has been conducted and not to take any action that would cause a breach of Section 3.9 or require any amendment or addition to Schedule 3.9.
Conduct of Business Etc. The Company shall engage only in the businesses of (a) electric power generation, transmission and/or distribution and (b) other businesses related to those set forth in the foregoing clause (a) that are immaterial in relation to the foregoing businesses. The Subsidiaries of the Company shall engage only in the businesses described in the preceding sentence, other energy-related activities and other businesses that are immaterial in relation to the foregoing businesses.
Conduct of Business Etc. From the date hereof until the Closing, except (i) for entering into and performing under this Agreement and consummating the transactions contemplated hereby, (ii) as set forth in Schedule 5.2 of the Disclosure Letter or (iii) as otherwise consented to by the Purchaser in writing, such consent not to be unreasonably withheld, the Company and each of its Subsidiaries shall conduct its business in the ordinary course consistent with past practice and comply with all Applicable Laws and preserve its business organization intact and, to the extent consistent therewith, keep available the services of their present officers and other key employees and preserve its assets and business relationships, and will not take any of the following actions:
