Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentence, during the period from the date hereof to the Closing Date, except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement or required by law or as set forth in SCHEDULE 5.1(a) attached hereto, the Sellers shall not permit any Company to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practice, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate an...
Conduct of Business of the Companies. Except as contemplated by this Agreement, during the period from the date of this Agreement and continuing until the Effective Time or until the termination of this Agreement pursuant to Section 7.1, (i) each Company shall use reasonable efforts promptly to report to the other on the status of operational matters and changes of materiality (subject to the terms of the Confidentiality Agreement) and (ii) each Company and its subsidiaries shall conduct their respective businesses in the ordinary and usual course consistent with past practice and each Company and its subsidiaries shall use reasonable efforts to maintain and preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relations with licensors, franchisees, licensees, suppliers, contractors, distributors, customers and others having business relationships with it. Without limiting the generality of the foregoing and except as provided in this Agreement, prior to the Effective Time, neither Company nor any of its subsidiaries shall, unless this Agreement is terminated pursuant to Section 7.1, without the prior written consent of the other Company (which consent shall not be unreasonably withheld):
Conduct of Business of the Companies. (a) Except as contemplated or permitted by this Agreement, as required by Applicable Law, as set forth in Section 4.1 of the Disclosure Schedule or as Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Closing Date, Seller shall cause the Companies to carry on the Business only in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to maintain the current business relationships and goodwill of the Business with Governmental Entities and GSEs (if any), employees and third Persons. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing Date, except as contemplated or permitted by this Agreement, as required by Applicable Law or as set forth in Section 4.1 of the Disclosure Schedule, Seller shall not permit the Companies, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), to:
Conduct of Business of the Companies. During the period from the date of this Agreement to the Closing Date, each of the Companies shall, and each of the Sellers shall cause each of the Companies to: (i) conduct its operations in the Ordinary Course of Business; (ii) use reasonable best efforts to preserve intact its business organization, keep available the services of its current managers, officers, employees, consultants and agents; (iii) use reasonable best efforts to preserve its goodwill; (iv) cooperate with all reasonable due diligence requests of the Buyer; (v) provide the Buyer with reasonable access to all of its books, records, partners and employees of the Company, including but not limited to plans, surveys, reports and other documents or records that pertain to the Company and its assets, including any appraisals or other valuations; and (vi) promptly advise the Buyer in writing of any Material Adverse Event.
Conduct of Business of the Companies. During the period from the date of this Agreement to the Closing Date, Seller shall cause each Company to conduct its business and operations only according to its ordinary and usual course of business as presently conducted and shall, without relieving Purchaser of Customer Risk as provided elsewhere herein, cause each Company to use commercially reasonable efforts to attempt to maintain intact the Business and relations with customers, suppliers and others material to the ongoing conduct of the Business. Pending the Closing Date and except as may be first approved in writing by Purchaser or as is otherwise permitted or required by this Agreement, Seller will not and Seller will not cause or allow any Company to take any action which if it had been taken after the Balance Sheet Date (or, as specified in Section 3.20, September 30, 2010) and prior to the date hereof would have resulted in a misrepresentation or breach of warranty under Article III of this Agreement. Notwithstanding anything to the contrary contained herein, it shall not be a breach of any representation or warranty or covenant herein if Seller or any of the Companies take any action otherwise prohibited by this Section 5.1 without Purchaser’s consent if such action is reasonably determined by Seller to be necessary in the interest of health or safety in circumstances in which Seller could not reasonably obtain Purchaser’s prior approval, or if such action is set forth in Schedule 5.1. The parties acknowledge and agree that the foregoing covenants are subject in each case to Section 5.7 hereof.
Conduct of Business of the Companies. Except as otherwise ------------------------------------ expressly provided in this Agreement, during the period from the date of this Agreement until the Closing Date, the Sellers will cause the Companies to conduct their respective operations according to their ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing Date, the Sellers will not allow any Company to:
Conduct of Business of the Companies. Except as contemplated by this Agreement or as set forth in Schedule 4.1, during the period from the date of execution of this Agreement to the Closing Date, each Parent Company shall, and the Parent Companies and the Sellers shall cause the other Companies to, conduct its business and operations according to its ordinary and usual course of business and consistent with past practices. Without limiting the generality of the foregoing, and except as expressly contemplated in this Agreement, prior to the Closing Date, without the prior written consent of the Purchaser, no Company shall:
Conduct of Business of the Companies. (a) From the date hereof until the Closing, Seller shall cause the Company and the Company Subsidiaries to conduct their businesses only in the ordinary course and in a manner consistent with past practices, and use their respective reasonable efforts to preserve their present business operations, organization, goodwill and relationships with licensors, suppliers, dealers, customers and others having business relationships with the Company or any Company Subsidiary. Except as expressly required by this Agreement, as may be required by applicable Law or any Governmental Entity, or as set forth on Schedule 5.5(a), from the date hereof until the Closing, without prior written consent of Buyer, Seller shall cause the Company and each Company Subsidiary not to (and shall not permit the Company or any Company Subsidiary to) take any action, or fail to take any action, if such action or failure to take such action would cause a breach of (or otherwise make inaccurate or untrue) any representation or warranty of Seller under Section 3.17(c). From the date hereof until the Closing, Seller shall use reasonable efforts to cause the Regulated Utility Subsidiaries to make Capital Expenditures as and when contemplated by the Capital Expenditures Budget and otherwise in the ordinary course. From the date hereof until the Closing, to the extent permitted by applicable Law and as would not unreasonably interfere with the ordinary course operations of the Regulated Utility Subsidiaries, to the extent that aggregate Capital Expenditures, other than Commercial Growth Capex, following November 1, 2018 exceed, or are reasonably anticipated to exceed, (x) the Budgeted Capital Expenditure Amount, plus, (y) solely to the extent the Closing has not occurred on or prior to July 1, 2019, an amount equal to the monthly budgeted Capital Expenditures for each month following June 30, 2019 as set forth in the Capital Expenditure Budget, then Seller shall (and shall cause the Regulated Utility Subsidiaries to) promptly notify Buyer, and reasonably consult with Buyer and consider in good faith and, except to the extent required or reasonably advisable as a result of any force majeure, emergency event or for the Regulated Utility Subsidiaries to conduct their businesses in accordance with applicable Law or as would be contrary to the interests of public health and safety, implement Buyer’s views, in making (or committing to make) any material (individually or in the aggregate) incremental C...
Conduct of Business of the Companies. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except as (i) otherwise expressly provided herein (including the Pre-Closing Transactions), (ii) set forth in Section 5.1(a) or Section 5.1(b) of the Sellers’ Disclosure Schedules, (iii) required by any Law or Order applicable to any Seller, any Business or any Company or the assets, or operation of any Business, any Seller or any Company or any Contract relating to the Business to which any Seller or any Company is a party or by which any of the Companies’ or any Seller’s assets or properties are bound, or (iv) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent), each Seller shall, and shall cause the Company whose Equity Interests it owns to (A) operate the applicable Business in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to (1) maintain and preserve the Business’ present business organizations, assets, rights and technology and (2) maintain and preserve such Company’s relationships and good will with customers, suppliers and others having material business dealings with the Business; provided, however, that (x) no action or inaction by such Seller or of such Company with respect to any matters specifically addressed by any clause of Section 5.1(b) shall be deemed a breach of this Section 5.1(a) unless such action would constitute a breach of such clause of Section 5.1(b) and (y) Buyer’s consent with respect to any action or matter pursuant to Section 5.1(b) shall be deemed to constitute consent for purposes of this Section 5.1(a).
Conduct of Business of the Companies. (a) From the date hereof until the Closing, Seller shall cause the Companies to conduct their businesses only in the ordinary course and in a manner consistent with past practices, and use their respective Reasonable Efforts to preserve their relationships with licensors, suppliers, dealers, customers and others having business relationships with the Companies. Except as contemplated by this Agreement, as may be required by applicable law, regulation or any Governmental Entity, or as set forth on Schedule 5.5(a), from the date hereof until the Closing without written consent of Buyer, Seller shall not permit either of the Companies to:
