Operation of Business Prior to Closing Clause Samples

Operation of Business Prior to Closing. During the ----------- -------------------------------------- period from the date hereof through the Closing Date, CII agrees as to CII and each Subsidiary that (except as expressly contemplated or permitted by this Agreement or to the extent that CHS shall otherwise consent): (a) CII and each Subsidiary shall carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Closing Date. (b) CII and each Subsidiary shall not amend or propose to amend its certificate of incorporation or by-laws. (c) Except as set forth on Schedule 8.2, CII and each Subsidiary ------------ shall not: (i) increase the compensation payable or to become payable to its officers or employees, except for customary year-end cash bonuses consistent with past practice as to the amount and category of employees, increases in salaries and wages of employees consistent with past practice, or grant any severance or termination pay to or enter into any employment or severance agreement with any of its directors, officers or other employees; (ii) except as otherwise contemplated by this Agreement, establish, adopt, enter into or make any new grants or awards under or amend any employee benefit plan or other arrangement, plan or policy between CII and one or more of its directors, officers or employees; or (iii) except as otherwise contemplated by this Agreement, establish, adopt, enter into or amend any Plan. (d) CII and each Subsidiary shall not settle or compromise any material claims or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claims. (e) CII and each Subsidiary shall not permit any material insurance policy to be canceled or terminated without notice to CHS, except in the ordinary and usual course of business. (f) CII shall not fail to confer on a regular and frequent basis with one or more representatives of CHS to report material operational matters and the general status of ongoing operations. (g) CII and each Subsidiary shall not commit a ...

Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated in FrontierVision's Disclosure Schedule or Section 6.1(c), without the consent of Buyer (which consent shall not be unreasonably withheld), between the date hereof and the Closing Date, FVP will operate and cause the FrontierVision Companies to operate the Systems in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and abide by the following negative and affirmative covenants:

Operation of Business Prior to Closing. Between the date hereof and the earlier of the termination of this Agreement pursuant to Article X hereof or Closing Date,

Operation of Business Prior to Closing. After the date hereof and prior to the Closing, the Company shall operate its business and the business of its Subsidiaries in the Ordinary Course of

Operation of Business Prior to Closing. Prior to the Closing Date, and except as otherwise contemplated by this Agreement or with the specific prior written consent of the Buyer, the Sellers covenant and agree that: (a) the Company shall conduct the Business in the ordinary course, consistent with past practices; (b) except as disclosed on SCHEDULE 8.2(b), the Company shall not enter into any contract or commitment entailing a commitment, or make any expenditures for, property, plant or equipment in excess of $100,000 in the aggregate without obtaining the prior written consent of the Buyer; (c) except as disclosed on SCHEDULE 8.2(c), the Company shall not enter into any new employment agreement, sales agency agreement or other contract for the performance of personal services which is not terminable without liability upon no more than thirty (30) days' notice or grant any general increase in the compensation payable or to become payable to any officers or employees engaged in or relating to the Business (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), saving and excepting the exercise, purchase or exchange of options issued pursuant to the Stock Option Plan, or any special increase in the compensation payable or to become payable to any such officer or employee, or make any bonus payments to any such officer or employee, except for normal merit and cost of living increases in the ordinary course of business and in accordance with past practice; (d) the Company will use its best efforts to preserve the Business intact and the goodwill of customers and others having business relations on behalf of or relating to the Business and to keep available the employees of the Company for employment by the Buyer; (e) the Company will maintain its real and personal properties used in connection with the Business in as good as a state of operating condition and repair as they are on the date of this Agreement, except for ordinary wear and tear; (f) the Company will not terminate or modify any leases, contracts, governmental licenses, permits, or other authorizations or agreements affecting its real and/or personal properties used in connection with the Business or the operation thereof or any additional lease or contract of any nature affecting such properties or the operation thereof; (g) the Company will keep in force all policies of insurance covering or relating to the real and personal property used in the operation of the Business to the Closing ...

Operation of Business Prior to Closing. Between the date of this Agreement and the Closing, the Seller shall: (a) conduct the Business diligently and only in the ordinary course consistent with past practice; (b) use commercially reasonable efforts to preserve the Business's business organization, keep available the services of its employees, agents and sales representatives related to the Business, and maintain its relations and good will with its suppliers, Customers, landlords, employees, agents, sales representatives, and others having a business relationship with it; (c) maintain and preserve the Assets in good condition and repair, reasonable wear and tear excepted; (d) keep in full force and effect, without amendment, all material rights relating to the Business; (e) comply with all Requirements of Law and contractual provisions relating to the Business; (f) maintain the books and records relating to the Business and the Assets in accordance with the Seller's customary accounting practices and good business practice; (g) use commercially reasonable efforts to obtain the consents, approvals and waivers required to be obtained as described in Schedule 2.4; (h) not implement any operational decisions of a material nature relating to the Business or the Assets; (i) not amend, modify, terminate or enter into any Employee Plan relating to any employee, agent or sales representative involved in the Business; (j) not amend, modify, or terminate any Assigned Contract, or enter into (i) any material Contract relating to the Business or the Assets, or (ii) any other Contract relating to the Business or the Assets that is not terminable by the Seller on not more than 30 days' notice without premium or penalty; (k) not alter the Assets, or dispose of any Assets other than the sale of inventory in the ordinary course of business; (l) not take any action, or fail to take any action, as a result of which any of the changes or events listed in Section 2.6 would be likely to occur, or any of the Seller's representations and warranties would be rendered incomplete or inaccurate; (m) allow inventory levels to vary materially from the levels usually maintained; or (n) enter into any compromise or settlement of any Claim relating to the Business or the Assets.

Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated by Schedule 6.1 or Section 6.1(c), and subject to Falcon's obligation to comply with the terms and conditions hereof and the operation of the Falcon Companies' business in the ordinary course, and except as consented to by Buyer, between the date hereof and the Closing Date, Falcon will cause the Falcon Companies to operate the Systems in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and abide by the following negative and affirmative covenants:

Operation of Business Prior to Closing. Except as required by applicable Legal Requirements or as contemplated by this Agreement or Schedule 6.1, and subject to Seller's obligation to comply with the terms and conditions hereof and the operation of the Companies' businesses in the ordinary course, and except as consented to by Buyer, between the date hereof and the Closing Date, Seller will cause the Cable Companies to operate the Systems, and MGT and Mega to conduct their respective operations, in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and cause the Companies to abide by the following negative and affirmative covenants:

Operation of Business Prior to Closing. Prior to the Closing Date, except as set forth in Section 5.4 of the Schedules, the Companies will not take any action or enter into any transaction outside the Ordinary Course of Business or of the type described in subsections (b) through (p) (but excepting subsection (g)) of Section 3.8, except (a) as otherwise contemplated, required or permitted by this Agreement, (b) as may be required by applicable Law, (c) as required by a Governmental Authority of competent jurisdiction, or (d) to the extent the Buyer otherwise consents in writing (which consent will not be unreasonably withheld, delayed or conditioned). Prior to the Closing Date, the Owners will undertake commercially reasonable, good faith efforts to cause the Company Entities to enter into an agreement with MCNC that grants the Company Entities a two-year option to acquire a two-fiber IRU along the same fiber route on which the Company Entities currently have an IRU with RST Global Communications.