Conduct of Business in Ordinary Course Clause Samples
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Conduct of Business in Ordinary Course. Except as set forth on Schedule 3.19, since December 31, 2007 or as otherwise properly reflected in the Financial Statements and/or the Interim Financial Statements, the Company has conducted the Business only in the ordinary course of business consistent with past business and industry custom and practice, and has incurred no liabilities other than in the ordinary course of business consistent with past custom and industry practice, and no event, fact or circumstance has had a Material Adverse Effect on the assets, condition (financial or otherwise), operating results, employee or customer relations or business activities of the Company (other than any events, facts or circumstances that relate primarily to (1) economic conditions in general; and (2) the economic performance of the entire industry in which the Company is engaged). Without limiting the foregoing and except as set forth on Schedule 3.19 or as expressly contemplated by this Agreement, since December 31, 2007, the Company has not:
(a) Sold, assigned or transferred any material tangible asset (other than the sale of invested assets in the ordinary course of business consistent with past practices) or property right used in the Business, or mortgaged, pledged or subjected them to any Encumbrance, charge or other restriction, except for Encumbrances for current property taxes not yet due and payable;
(b) Sold, assigned, transferred, abandoned or permitted to lapse any Governmental Permits that, individually or in the aggregate, are material to the Business or the operation of the Company or any portion thereof, or received any notice from any Governmental Body of any restrictions, limitations, suspensions, or revocations of any such Governmental Permits, or sold, assigned, transferred, abandoned or permitted to lapse any of the Intellectual Property or other intangible assets, or disclosed any material proprietary confidential information to any person, or granted any license or sublicense of any rights under or with respect to any Intellectual Property or other intangible assets;
(c) Made or granted any increase in, or amended or terminated, any existing plan, program, policy or arrangement relating to employees of the Company, including any Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into any new collective bargaining agreement or multi-employer plan;
(d) Conducted the cash management customs and practices (including the timing of co...
Conduct of Business in Ordinary Course. Since December 31, 2000 and through the date hereof, e2 has conducted its business and operations in the Ordinary Course of Business and, except as disclosed in Schedule 3.18, has not:
(a) made any material increase in compensation payable or to become payable to any of its employees other than those in the normal and usual course of business or in connection with any change in an officer’s or employee’s responsibilities, or any bonus payment made or promised to any of its employees, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting its officers or employees;
(b) made any sale, assignment, lease, or other transfer of assets other than in the normal and usual course of business with suitable replacements being obtained therefor;
(c) canceled any material debts owed to or claims held by e2 outside the Ordinary Course of Business;
(d) made any material changes in e2’s accounting practices;
(e) suffered any material write-down of the value of any assets or any material write-off as uncollectable of any of its accounts receivable;
(f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right;
(g) imposed any security interest upon any of its assets, tangible or intangible;
(h) made any material capital expenditures outside the Ordinary Course of Business;
(i) made any material capital investment in or any loan to any other Person outside the Ordinary Course of Business;
(j) created, incurred, assumed, or guaranteed more than Ten Thousand Dollars ($10,000.00) in aggregate indebtedness for borrowed money in capitalized lease obligations;
(k) made any or authorized any change to the e2’s Articles or Bylaws;
(l) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;
(m) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
(n) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(o) made any loan to, or entered into any other transaction with, any of its directors, officers, and emplo...
Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not:
(i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course;
(ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course;
(iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees;
(iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so;
(v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000;
(vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course;
(vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same;
(viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company;
(ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, man...
Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has:
(i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000;
(ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser;
(iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000;
(iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000;
(v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter;
(vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause;
(vii) entered into any Contract with an Affiliate that is not on arms-length terms;
(viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000;
(ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract;
(x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee;
(xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000;
(xii) cancelled or waived any claim or right in respect of Accounts Receivable from...
Conduct of Business in Ordinary Course. Since the Balance Sheet Date and through the date hereof, Sellers have conducted their business and operations in the ordinary course and, except as disclosed in Schedule 3.18, have not:
(a) made any material increase in compensation payable or to become payable to any of its employees other than those in the normal and usual course of business or in connection with any change in an employee's responsibilities, or any bonus payment made or promised to any of its Employees, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting its employees;
(b) made any sale, assignment, lease, or other transfer of assets other than in the normal and usual course of business with suitable replacements being obtained therefor;
(c) canceled any debts owed to or claims held by Sellers, except in the normal and usual course of business;
(d) made any changes in Sellers' accounting practices;
(e) suffered any material write-down of the value of any Assets or any material write-off as uncorrectable of any Accounts Receivable; or
(f) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right.
Conduct of Business in Ordinary Course. Since August 1, 1996, Seller has conducted the business and operations of the Stations only in the ordinary course and have not:
(a) Suffered any material adverse change in the business, assets, or properties of any of the Stations, including any damage, destruction, or loss affecting any assets used or useful in the conduct of the business of any of the Stations;
(b) Made any material increase in compensation payable or to become payable to any of the employees of the Stations, or any bonus payment made or promised to any employee of the Stations, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting the employees of the Stations;
(c) Made or permitted License Corp. to make any sale, assignment, lease, or other transfer of any of the Stations' properties other than in the normal and usual course of business with suitable replacements being obtained therefor;
(d) Canceled any debts owed to or claims held by the owner of any Station with respect to such Station, except in the normal and usual course of business;
(e) Suffered any material write-down of the value of any Assets; or
(f) Transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right relating to any of the Stations.
Conduct of Business in Ordinary Course. INT'▇.▇▇▇ will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'▇.▇▇▇ will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'▇.▇▇▇. The foregoing notwithstanding, INT'▇.▇▇▇ will not:
(a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000;
(b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'▇.▇▇▇;
(c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'▇.▇▇▇;
(d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'▇.▇▇▇;
(e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'▇.▇▇▇ in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'▇.▇▇▇'s business PROVIDED THAT INT'▇.▇▇▇ consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto;
(f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'▇.▇▇▇'s products or services in a manner adverse to INT'▇.▇▇▇;
(g) accelerate the vesting or otherwise modify any INT'▇.▇▇▇...
Conduct of Business in Ordinary Course. Except for the transactions contemplated hereby or as set forth on Schedule 5.13, since December 31, 2005, (i) Seller has conducted the Business in the Ordinary Course of Business, (ii) there has not been any event, change, occurrence or circumstance that has had a Material Adverse Effect, and (iii) Seller has not taken any action that if taken after the date hereof would cause a breach of its representations and warranties set forth in this Article V. Except as set forth on Schedule 5.13, since December 31, 2005, there has not been, in each case as it relates to the Business:
(a) any damage, destruction or loss (whether or not covered by insurance) with respect to any Purchased Asset that is material to the Business;
(b) except for changes arising from the acquisition by Verizon Communications Inc. of MCI, Inc., any change by Seller in its accounting methods, principles or practices, or any changes in depreciation or amortization policies or rates adopted by it;
(c) any termination or failure to renew, or any threat made in writing (that was not subsequently withdrawn in writing) to terminate or fail to renew, any Material Contract, or any amendments or modifications thereto;
(d) except as may have occurred in the Ordinary Course of Business, any sale, abandonment, transfer, lease, license or any other disposition of any material properties or assets of Seller;
(e) except with respect to equity securities of any Person received by Seller following the reorganization or restructuring of such person, any acquisition of any capital stock or business of any other person (or any reaching of an agreement, arrangement or understanding to do the same);
(f) any bonuses awarded or paid to employees of the Company, except to the extent accrued on the Balance Sheet, or any increase in the compensation payable or to become payable by it to any of the Company’s directors, officers or employees; or
(g) except in the Ordinary Course of Business, (i) any incurrence of indebtedness or assumption, guarantee or other responsibility for the debts of any other Person (other than check-clearing endorsements made in the Ordinary Course of Business), (ii) any loans, advances or capital contributions to or investments in any other Person (other than advances against commissions and advances of expenses to sales personnel in the normal course of business), or (iii) any grant of any security interest or creation or modification of any Liens on any of the Purchased Assets.
Conduct of Business in Ordinary Course. Company will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it.
Conduct of Business in Ordinary Course. From and after the Effective Date and prior to the Closing Date, the Company will not and the Sellers will not cause the Company to take any actions inconsistent with Section 3.23 or which will lead to a Material Adverse Effect occurring. With the exception of the provisions set forth in this Agreement and the transaction contemplated herein, the Company will carry on (and the Sellers shall cause the Company to carry on) their business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use efforts consistent with past practice and policies to preserve intact their respective present business organization, keep available the services of their respective present officers, consultants and employees and preserve their relationships with customers, suppliers and distributors and others having business dealings with them. The Sellers shall cause the officers of the Company to confer at such times as the Purchaser may reasonably request with representatives of the Purchaser to report operational matters of a material nature and to report the general status of the ongoing operations of the business of the Company. Notwithstanding the foregoing, the Sellers and the Company may not and will not without the prior written consent of the Purchaser (which shall not be unreasonably withheld):
(a) other than in the ordinary course of business consistent with prior practice, enter into any commitment or transaction, including but not limited to any purchase of assets (other than supplies or cash equivalents) for a purchase price in excess of $25,000;
(b) other than in the ordinary course of business consistent with prior practice, enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights;
(c) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any respect the terms thereof in an adverse manner; or
(d) modify in any material respect existing discounts or other terms and conditions with third parties in a manner adverse to the Company