Operation in the Ordinary Course of Business Clause Samples
The 'Operation in the Ordinary Course of Business' clause defines the requirement that a party, typically a seller in a transaction, must continue to conduct its business as usual during a specified period, such as between signing and closing of a deal. This means the party should not undertake unusual transactions, make significant changes to operations, or dispose of key assets without the other party's consent. The core function of this clause is to preserve the value and normal functioning of the business, ensuring that the buyer receives the business in the expected condition and mitigating the risk of adverse changes before the transaction is finalized.
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Operation in the Ordinary Course of Business. Each Loan Party shall at all times during the term of this Agreement act within the ordinary course of its business consistent with past practices and within its board of directors approved budget or forecasts, in each case subject to the DIP Orders, the First Day Orders and other orders of the Bankruptcy Court and the Approved Budget.
Operation in the Ordinary Course of Business. Sellers shall not (and Sellers shall cause Operating Tenants and Manager to not), without the prior written consent of Buyer, (i) enter into any material leases or tenancies with respect to the Property, (ii) enter into any material service or maintenance agreements which are not terminable upon thirty (30) days notice without penalty, (iii) except in the ordinary course of business, engage or retain any new or additional employees, entities or independent contractors whose compensation may be assumable by Buyer (or reimbursable by Buyer to Manager), (iv) modify or release any material warranties or guaranties with respect to the Property, (v) grant or permit any encumbrances on the Property or contract for any construction or service for the Property which may impose any mechanics or materialmen’s lien on the Property beyond Closing, or (vi) execute, record in the public records and/or deliver to the other party any document affecting title to the Property, all except as otherwise specifically contemplated in this Agreement. Buyer shall have five (5) business days to approve or disapprove any of the foregoing proposed actions following a written request therefore by any Seller, which approval may be granted or withheld in Buyer’s reasonable discretion. Buyer’s failure to provide a written response to such Seller within five (5) business days following a written request from such Seller shall be deemed an approval of such proposed action by Buyer. Sellers shall and shall cause Operating Tenants to, subject to the terms of the Management Agreements, use reasonable efforts to cause the Managers to maintain inventory levels consistent with Managers’ prior practices and continue to operate and maintain each Hotel in the ordinary course of business pursuant to the terms of the Management Agreements during the period between the Effective Date and the Closing Date.
Operation in the Ordinary Course of Business. Prior to the Distribution Date, the Company shall, and shall cause each of its Subsidiaries to, conduct its business and operations in the ordinary course of business, consistent with past practice, and shall, and shall cause each of its Subsidiaries to, continue to ship products, pay accounts payable and invoices, deposit and accept payments, and make capital expenditures in the ordinary course of business, all consistent with past practice. The Company shall not, and shall cause each of its Subsidiaries not to, undertake any arrangement with the intent to delay receipt of any funds by the Company or its Subsidiaries until on or after the Distribution Date or to accelerate any payment to be made by the Company or its Subsidiaries prior to the Distribution Date, except in each case in the ordinary course of business consistent with past practice.
Operation in the Ordinary Course of Business. Sellers shall not (and Seller shall cause Operating Tenants and Manager to not), without the prior written consent of Buyer, except in the ordinary course of business, (i) enter into any leases or tenancies with respect to the Property, (ii) enter into any service or maintenance agreements which are not terminable upon thirty (30) days notice, (iii) engage or retain new or additional employees, entities or independent contractors whose compensation may be assumable by Buyer (or reimbursable by Buyer to Manager), (iv) modify or release any warranties or guaranties with respect to the Property, or (v) grant any encumbrances on the Property or contract for any construction or service for the Property which may impose any mechanics or materialmen's lien on the Property beyond Closing. Sellers shall and shall cause Operating Tenants to, subject to the terms of the Management Agreements, use reasonable efforts to cause the Managers to maintain inventory levels consistent with Managers’ prior practices and continue to operate the Property in the ordinary course of business.
Operation in the Ordinary Course of Business. Until Closing, the Seller will operate the Businesses in the ordinary course of business consistent with past practice, and has not and will not make any dispositions of assets outside the ordinary course of business consistent with past practice.
Operation in the Ordinary Course of Business. Except for those certain capital expenditures that will be funded and undertaken by the Sellers prior to the Closing pursuant to the terms and conditions of the Letter Agreement Concerning Capital Expenditures, the Sellers will cause each Purchased Entity to operate only in accordance with the Material Contracts, and any other Contract (except to the extent failure to so operate would not result in a Material Adverse Effect) to which it is a party, as set forth in Section 3.1(o) of the Sellers Disclosure Schedule, and the Sellers will comply with all terms of such Contracts with respect to the Facility and the Purchased Entity.
Operation in the Ordinary Course of Business. From the execution of the Non -Binding Term Sheet – Purchase Agreement to the execution of this Agreement, the DBG Parties have not taken any actions or engaged in any transactions with respect to H&J which are outside of H&J’s ordinary course of business, including, but not limited to, borrowings by H&J.
Operation in the Ordinary Course of Business. Except as contemplated -------------------------------------------- by this Agreement, during the period from the date hereof to the Closing Date, each Subsidiary will conduct its business according to the ordinary and usual course of business consistent with past practice, but in any event subject to the supervision of ▇▇▇▇▇▇▇▇, consistent with ▇▇▇▇▇▇▇▇' policies and subject to the restrictions imposed upon the Sellers by the Court, the Bankruptcy Code, the rules promulgated or adopted under the Bankruptcy Code, and other applicable Laws. Specifically, Buyer agrees that none of the Subsidiaries shall incur or expend an amount of any consequence without the prior approval of the Chief Operating Officer of ▇▇▇▇▇▇▇▇. In addition, Sellers hereby covenant that during the time frame beginning on the date of execution of this Agreement through the Closing Date:
Operation in the Ordinary Course of Business. The Sellers shall cause each of the Companies and the Subsidiaries to operate its business in the ordinary and usual course in substantially the same manner as heretofore conducted.
Operation in the Ordinary Course of Business. AOC shall ensure that all Liabilities arising before or after the Closing are timely discharged. Except as expressly contemplated hereby or necessary to consummate the Reorganization, AOC shall operate only in the ordinary course of business consistent with past practice.