Conduct of the Sample Clauses

Conduct of the. Expedited Dispute Resolution Proceeding The neutral shall schedule the initial meeting of the disputing parties within five (5) business days of appointment. Except as otherwise provided in this Section 2.7.4.3, the neutral shall have discretion over the conduct of the dispute resolution process including, but not limited to: (i) requiring the disputing parties to meet for discussion, (ii) allowing or requiring written submissions, (iii) establishing guidelines for such written submissions, and (iv) allowing the participation of Transmission Customers that have requested an opportunity to be heard. Within sixty (60) days of the appointment of the neutral, if the dispute has not been resolved, the neutral shall provide the disputing parties with a written, confidential, and non- binding recommendation for resolving the dispute. The disputing parties shall then meet in an attempt to resolve the dispute in light of the neutral’s recommendation. If the disputing parties have not resolved the dispute within ten (10) days of receipt of the neutral’s recommendation, the dispute resolution process will be concluded. Neither the recommendation of the neutral, nor statements made by the neutral or any party, including the ISO, or their representatives, nor written submissions prepared for the dispute resolution process, shall be admissible for any purpose in any proceeding.
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Conduct of the. Focused Evaluation One of the eight (8) criteria for certificated classroom educators must be assessed in every year that a comprehensive evaluation is not required. The selected criterion shall be proposed by the educator based on the self-assessment before or at the initial conference. The selected criterion must be approved by the educator’s evaluator and may have been identified in a previous comprehensive summative evaluation as benefiting from additional attention.
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Conduct of the. [*] Claim
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Conduct of the. Occidental Subject Business Pending the Closing Date. Occidental agrees that, except as required or contemplated by this Agreement or otherwise consented to or approved in writing by the Partnership, during the period commencing on the date hereof and ending on the Closing Date, it will and will cause its Affiliates to:
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Conduct of the. Nassau System in Compliance with Regulatory ---------------------------------------------------------- Requirements. JWS and the Parent represent that JWS is in substantial compliance ------------ with each law, regulation, ordinance and code promulgated by any federal, state or local governmental authority applicable to the operation, conduct and ownership of the Nassau System (including, without limitation, any laws, regulations, ordinances or codes relating to the environment), except where the failure to comply substantially with any such law, regulation, ordinance or code could not reasonably be expected to have a Material Adverse Effect.
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Conduct of the. Business Since the Balance Sheet Date. (a) Except as listed or described on Schedule 2.1.4(a), and except as a result of matters permitted or required by this Agreement, since the Balance Sheet Date, Seller has conducted the Business in the ordinary course consistent with past practice, Seller has not taken any action which would have constituted a violation of Section 3.5 if Section 3.5 had applied since the Balance Sheet Date and there has not been any Material Adverse Effect except as a result of general economic conditions and competitive circumstances in the businesses in which the Business is conducted.
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Conduct of the. Company Prior to the Initial Closing. On and after the date hereof and prior to the Initial Closing, and except as otherwise consented to or approved by an authorized officer of SmarTalk in writing, which consent and approval will not be unreasonably withheld, or required by this Agreement, the Stockholder will cause the Company not to act, or omit to act, otherwise than in accordance with the following:
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Conduct of the. Sky Division's Business. Except as otherwise permitted by this Agreement or consented to by the Buyer (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Closing, the Seller shall not conduct the business of the Sky Division other than in the ordinary course and consistent with the Seller's prior practice. Without limiting the generality of the foregoing, except as set forth on Schedule 5.2, the Sky Division shall (i) continue its advertising and promotional activities, and pricing and purchasing policies, substantially in accordance with past practice; (ii) not materially shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially reasonable best efforts to (A) preserve intact its business organization and the business organization of the Sky Division, (B) retain the services of the employees (as a group) of the Sky Division, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Sky Division and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships, (iv) exercise, but only after notice to the Buyer and receipt of the Buyer's prior Consent, any rights of renewal pursuant to the terms of any of the leases or subleases set forth on Schedule 3.10(b) which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller or the Sky Division to be untrue or result in a breach of any covenant made by the Seller in this Agreement. Notwithstanding the foregoing, the Buyer agrees and understands, that the Seller is entitled to (i) transfer cash out of the Sky Division and that it is intended that at the Closing there shall be a cash balance of zero in the accounts of the Sky Division, (ii) terminate, satisfy and/or settle any and all transactions with any Affiliate of the Sky Division, (iii) assume all rights and obligations of any Affiliate of the Sky Division under the Contracts listed on Schedule 3.12(a), and (iv) terminate the Transamerica Lease and acquire the assets leased thereunder.
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Related to Conduct of the

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Conduct of the Company Except (t) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (u) as expressly permitted, required or contemplated by this Agreement, (v) as set forth in Section 6.01 of the Company Disclosure Schedule, (w) as required by Applicable Law, (x) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as expressly required or contemplated by any Contract between the Company or any of its Subsidiaries, on the one hand, and ONE or any of its Affiliates, on the other hand, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1)(A) operate the Company Vessels, or cause the Company Vessels to be operated, (i) in a customary manner consistent with past practice, (ii) in accordance with the requirements of the class and flag state of each of the Company Vessels and the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business maintain the Company Vessels, or cause the Company Vessels to be maintained, in good working condition and (2) use commercially reasonable efforts to preserve substantially intact its business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in all material respects its relationships with any customers, suppliers and any other Persons with which it has material business relations; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.01(b), and (b) shall not, and shall not permit any of its Subsidiaries to:

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Parent From the date hereof until the Effective Time, Parent and its subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees.

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Conduct of Research The Parties shall use Diligent Efforts to conduct their respective tasks, as assigned under the Research Plan, throughout the Mode of Action Program and shall conduct the Mode of Action Program in good scientific manner, and in compliance in all material respects with the requirements of applicable laws, rules and regulations and all applicable good laboratory practices to attempt to achieve their objectives efficiently and expeditiously.

  • Maintenance of Existence and Conduct of Business Each Credit Party shall: do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises; continue to conduct its business substantially as now conducted or as otherwise permitted hereunder; at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices; and transact business only in such corporate and trade names as are set forth in Disclosure Schedule (5.1).

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