Continued Operation of Business Clause Samples
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Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer’s prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to:
(i) operate the Business in a reasonable and prudent manner, to conduct Seller’s and each of the Acquired Aether Entities’ operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller’s and each of the Acquired Aether Entities’ present business organization and structure, the goodwill of the Business, to preserve Seller’s rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller’s and each of the Acquired Aether Entities’ relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business;
(ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP;
(iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith;
(iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a);
(v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted;
(vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice;
(vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract;
(viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and
(ix) keep in full force and effect all of Seller’s insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.
Continued Operation of Business. After Project becomes operational as a restaurant, Developer shall continuously lease, operate, maintain, and manage Project or make diligent commercial efforts to lease, operate, maintain and manage Project on the Property for use as one or more restaurants until at least May 31, 2031.
Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement or unless Seller obtains Buyer’s prior written approval, until the Closing Date, Seller shall (i) operate the Business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to maintain satisfactory relationships with employees, suppliers, customers and others having professional relationships with the Business and (iii) use commercially reasonable efforts to maintain the Purchased Assets in reasonably good operating condition, normal wear and tear excepted. Without Buyer’s prior written approval, until the Closing Date, Seller shall not (v) dispose of, encumber, sell or otherwise transfer any of the Purchased Assets except for Inventory and supplies disposed of in the ordinary course of business consistent with past practice, (w) enter into any new, or amend any existing, severance agreement, deferred compensation or arrangements, plans or programs for the benefit of the Transferred Employees or grant any Transferred Employee an increase in employee compensation other than in the ordinary course of business or pursuant to a promotion consistent with past practice, (x) pay liabilities of the Business other than in the ordinary course of business consistent with past practice, (y) delay or postpone the payment of accounts payable or other liabilities of the Business other than in the ordinary course of business consistent with past practice, or (z) enter into or modify, amend or terminate any Material Contract.
Continued Operation of Business. Prior to the Closing, the Company will use commercially reasonable efforts (i) to preserve substantially intact the business organization of the Company, (ii) to keep available the services of the employees of the Company and (ii) to preserve the present relationships of the Company with persons having significant business relations therewith.
Continued Operation of Business. Once the Project becomes operational consistent with the Concept (as more particularly described within Exhibit B), Developer shall continuously lease, operate, maintain, and manage it, or make diligent commercial efforts to lease, operate, maintain, and manage the Project on the Property until at least July 31, 2031.
Continued Operation of Business. Since the date of this Agreement, the Company shall have continued to conduct its operations in accordance with the provisions of Section 5.2 of this Agreement.
Continued Operation of Business. Buyer shall use commercially reasonable efforts not to, and shall cause its Affiliates (including the Acquired Company) to use commercially reasonable efforts not to, take any action that could reasonably be expected to have a material adverse effect on the ability (financial or otherwise) of the Acquired Company to pay, satisfy and discharge its obligations (including the Retained Liabilities) as and when they become due.
Continued Operation of Business. Since the date of this Agreement, DAVN and all DAVN Subsidiaries shall have continued to conduct their operations in accordance with the provisions of Section 5.1 of this Agreement.
Continued Operation of Business. The Borrowers shall be enjoined from conducting any part of their business as a debtor in possession, there shall occur any act of terrorism or other "force majeure" event disrupting any material portion of the businesses of the Borrowers and their Subsidiaries, or there shall occur any loss or change in any license or permit of any of the Borrowers or any of their Subsidiaries, or any material damage to, or loss of any Borrower's assets, which in each such case referred to this Section 10.08 shall continue for a period of five (5) or more days and could reasonably be expected to have a Material Adverse Effect; or
Continued Operation of Business. Seller shall continue to operate in the ordinary course of its business until the Closing.