Type of Business Circle the number that best describes your business or organization. If none of the categories apply, circle number 20 and provide a brief description.
Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.
Operation of Business Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.
Terms of Business Capitalised terms used in this API Agreement have the meanings given to them in our Terms of Business, unless the context requires otherwise or unless separately defined in this API Agreement. The same rules of interpretation set out in our Terms of Business apply in this API Agreement. If there is any inconsistency between the provisions of the API Agreement and our Agreement, the Terms of Business will prevail unless the provision relates exclusively to your use of our API, in which case API Agreement will prevail. In all other circumstances.
Continuity of Business Enterprise The Target operates at least one significant historic business line, or owns at least a significant portion of its historic business assets, in each case within the meaning of Reg. Section 1.368-1(d).