CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that between the date hereof and the Closing Date:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. 5.1 Conduct of Business of the Company Pending Closing. During the period from the date hereof to the earlier of the termination of this Agreement pursuant to Section 8.1 hereof and the Closing, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in writing in advance, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws; and the Company and its Subsidiaries each shall use commercially reasonable efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and the Subsidiaries and to preserve the present relationships of the Company and the Subsidiaries with customers, suppliers, merchants and other Persons with which the Company or any Subsidiary has significant business relations. By way of amplification and not limitation, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in writing in advance, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose or commit to do, any of the following (other than any transfer, pledge, assignment, hypothecation, mortgage or encumbrance of Rights to Receive pursuant to and in accordance with the terms of the Securitization Documents, which actions shall not require Purchaser's consent):
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Shareholders, jointly and severally, and the Company covenant and agree that, except as may otherwise be provided herein, without the prior written consent of Parent, between the date hereof and the date of the Closing:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. During the period from the date hereof to the earlier of the termination of this Agreement pursuant to Section 8.1 hereof and the Closing, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in writing in advance, the businesses of the Company and the Subsidiaries shall be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws; and the Company and its Subsidiaries each shall use commercially reasonable efforts to preserve substantially intact the business organization of the Company and the Subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and the Subsidiaries and to preserve the present relationships of the Company and the Subsidiaries with customers, suppliers, merchants and other Persons with which the Company or any Subsidiary has significant business relations. By way of amplification and not limitation, except as set forth on Schedule 5.1 hereto or unless Purchaser shall otherwise agree in writing in advance, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Closing, directly or indirectly do, or propose or commit to do, any of the following (other than any transfer, pledge, assignment, hypothecation, mortgage or encumbrance of Rights to Receive pursuant to and in accordance with the terms of the Securitization Documents, which actions shall not require Purchaser's consent):
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. Shareholders covenant and agree that, except as may otherwise be provided herein, without the prior written consent of Apple South, between the date hereof and the date of the Closing:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Shareholders covenant and agree that between the date hereof and the Closing, except as otherwise provided in Schedule 5.1, or approved by CHS:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. The Company covenants and agrees that, except as may otherwise be provided herein, without the prior written consent of Suburban, between the date hereof and the date of the Closing:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. Unless otherwise expressly contemplated hereby or approved in writing by Buyer and Merger Sub, the business and operations of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and consistent with past practices. Without limitation, the Company shall not take any of the following actions without Buyer's and Merger Sub's prior written approval: (a) dispose of any assets, including without limitation disposing of any Mortgage Loans, other than a sale of assets in the ordinary course of business, (b) incur any indebtedness, other than in the ordinary course of business, (c) pay any discretionary bonuses (other than bonuses already accrued on the date hereof) to, alter the commission rates received by, or alter the salaries of, any director, officer or key employee, (d) enter into any transaction or agreement with any Affiliate or associate of the Company or the Stockholder (including, without limitation by paying, distributing or transferring any funds or assets to the Stockholder, whether in his capacity as a stockholder or in any other capacity), (e) institute any planned reduction in force, (f) close any branch office of the Company, (g) take any action that will cause any of the Sellers' representations or warranties to be untrue or incorrect, (h) omit any action that the Company would take in the ordinary course of business, which omission will cause the Sellers' representations or warranties to be untrue or incorrect or (i) increase any reserves for Taxes (other than through any adjustments necessitated by the Company's filing of its change in accounting method under Code Section 3115). The Sellers shall use commercially reasonable efforts to maintain and preserve the Company, and its organization, franchises, authorizations, prospects, goodwill, employees and advantageous business relationships. Nothing in this provision shall prevent the Company from distributing an amount equal to the Company's taxable income for the Short Period to the Stockholder.
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. Shareholders and Trans-Mex, jointly and severally, covenant and agree that, except as may otherwise be provided herein, without the prior written consent of Swift, between the date hereof and the date of the Closing:
CONDUCT OF BUSINESS OF THE COMPANY PENDING CLOSING. (a) The Company covenants and agrees that, except (i) as set forth in Schedule 9.3 or as otherwise contemplated by this Agreement, (ii) as required by applicable Law or (iii) with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, that the Company and the Company Subsidiaries shall conduct their businesses in the ordinary course of business. The Purchaser acknowledges that the Company and the Sellers believe that it is in the best interests of the Company to pursue the development and equipping of a New Louisville Campus. The Company agrees that it will not undertake the development and equipping of a New Louisville Campus beyond the initial feasibility study and due diligence phase without the prior written consent of the Purchaser. The Purchaser agrees that it will not unreasonably withhold, delay or condition its consent to the development and equipping of a New Louisville Campus.
