Conduct of Business in Ordinary Course Clause Samples
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Conduct of Business in Ordinary Course. Except as set forth on -------------------------------------- Schedule 7.19, since the Interim Balance Sheet Date, the Merchant Business has ------------- been carried on in the Ordinary Course. Without limiting the generality of the foregoing, since the Interim Balance Sheet Date the Seller has not:
(i) Sold, transferred or otherwise disposed of any of the Assets Sold except for Assets Sold which are obsolete and which individually or in the aggregate do not exceed $50,000,
(ii) Made any capital expenditure or commitment therefor for point of sale terminals used in connection with the Merchant Business that exceeded $100,000 in the aggregate and made any other capital expenditure or commitment therefor in respect of the Merchant Business that exceeded $100,000, individually or in the aggregate;
(iii) Discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) relating to the Merchant Business that individually or in the aggregate exceeded $10,000;
(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 connection with the Merchant Business;
(v) Made any bonus or profit sharing distribution or similar payment of any kind to any Person in connection with the Merchant Business except in the Ordinary Course;
(vi) Removed, transferred or agreed to transfer any officer or any other senior employee of the Merchant Card Services division of the Seller, except as contemplated under this Agreement and the Operative Documents;
(vii) Written off as uncollectible any Accounts Receivable which individually or in the aggregate exceed $360,000;
(viii) Granted any increase in the rate of wages, salaries, bonuses or other remuneration of employees of the Merchant Business except in the Ordinary Course;
(ix) Suffered any loss in respect of the Merchant Business or any of the Assets Sold in excess of $50,000, whether or not covered by insurance;
(x) Suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Merchant Business;
(xi) Cancelled or waived any claims or rights in connection with the Merchant Business which, individually or in the aggregate, exceed $50,000;
(xii) Compromised or settled any material litigation, proceeding or other governmental action relating to the Assets Sold or the Merchant Busin...
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 actions taken in connection with the process of selling the Company, including preparing for and implementing the transactions contemplated hereby, since the date of the Balance Sheet, Company and Subsidiary have conducted their respective businesses and operations in the ordinary course of business consistent with past practices and, except as set forth in Section 4.22 of the Transferor Disclosure Letter, without limiting the generality of the foregoing, since December 31, 2011, neither the Company nor Subsidiary has:
(a) sold, leased, transferred or assigned any of its assets or properties, tangible or intangible outside of the ordinary course of business;
(b) canceled, compromised, waived or released any right or Claim (or series of related rights and Claims) either involving more than $20,000 or outside the ordinary course of business;
(c) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties (other than ordinary wear and tear not caused by neglect), in excess of $20,000 in the aggregate;
(d) 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 or exercise) any of its capital stock;
(e) entered into any transaction, arrangement or contract with, or distributed or transferred any property or other assets to, any Affiliate, other than salaries and employee benefits and other transactions pursuant to any Employee Plan in the ordinary course of business;
(f) borrowed any amount or incurred or become subject to any indebtedness or other liabilities, except liabilities incurred in the ordinary course of business and not constituting indebtedness;
(g) discharged or satisfied any Lien or paid any liability (other than liabilities paid in the ordinary course of business), prepaid any amount of indebtedness or subjected any portion of its properties or assets to any Lien;
(h) made any capital expenditures that aggregate in excess of $50,000;
(i) made any loans or advances to, or guarantees for the benefit of, any Person (other than advances to employees for travel and business expenses incurred in the ordinary course of business which do not exceed $20,000 in the aggregate);
(j) amended or modified any Employee Plan in any respect other than (i) any increase in salary or payment of bonus or (ii) any amendments and modifications required to comply with Law and reflected in true and complete...
Conduct of Business in Ordinary Course. Except as disclosed in Schedule 3.1(j) of the Disclosure Letter and except in connection with the Pre-Closing Reorganization, since the Balance Sheet Date: (A) the Corporation has carried on its business in the Ordinary Course and (B) without limiting the generality of the foregoing, the Corporation has not:
(i) made or assumed any commitment, obligation or liability which individually or in the aggregate exceeded $150,000 other than in the Ordinary Course;
(ii) ceased to operate its properties and to carry on the Business as heretofore carried on;
(iii) suffered any material shortage or any material cessation or interruption of supplies or ordinary services in connection with the Business;
(iv) sold, transferred or disposed of, or created or imposed any Lien (other than Permitted Liens) upon, any of its assets;
(v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000;
(vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course;
(vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $150,000;
(viii) purchased or otherwise acquired any securities in any Person;
(ix) modified its Governing Documents;
(x) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP;
(xi) removed any auditor or had any auditor resign;
(xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance;
(xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000;
(xiv) entered into any agreement relating to Severance Obligations or relating to any retention, transaction bonus, or change of control of the Corporation with any of its officers, directors or Employees receiving annual base Compensation in excess of $100,000;
(xv) made any change in the rate or form of Compensation payable or to become payable ...
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. HT 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. HT 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 HT. The foregoing notwithstanding, HT 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 $15,000; provided, however, that (i) this limitation shall not apply to up to $45,000 in the aggregate relating to the scheduled buildout of HT's 1st floor office space at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇; and (ii) this limitation shall not apply to up to $50,000 in the aggregate relating to scheduled computer equipment replacements and upgrades, which amount shall not exceed an aggregate of $43,000 as of April 30, 2000, or an aggregate of $50,000 as of June 30, 2000.;
(b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of HT except as provided for in the employment agreements described in Section 3.4 of the HT Disclosure Schedule;
(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 HT;
(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 HT;
(e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where HT in good faith determines t...
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 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. Except for the transactions contemplated hereby, as set forth on Schedule 4.18 or as permitted by Section 7.1 after the date of this Agreement, since the Balance Sheet Date, (a) each Acquired Company has conducted its business and operations in the ordinary course of business consistent with past practices, and (b) there has not been any change that has had a Material Adverse Effect on an Acquired Company.
Conduct of Business in Ordinary Course. Diamond 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. Diamond 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 Diamond. The foregoing notwithstanding, Diamond 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 $35,000;
(b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of Diamond;
(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 Diamond;
(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 Diamond;
(e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where Diamond in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of Diamond's business provided that Diamond consults with Parent prior to filing of any 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 Diamond's products or services in a manner adverse to Diamond;
(g) accelerate the vesting or otherwise modify any Diamond Option, restricted...