Affirmative Obligations Sample Clauses

Affirmative Obligations. Except (a) as expressly contemplated by this Agreement, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, (c) as required by applicable Law or Data Security Requirements, or (d) as approved in advance in writing by the Purchaser (which approval will not be unreasonably withheld, conditioned or delayed), during the period from the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, the Company will, and will cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business, and (ii) use reasonable best efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties.
Affirmative Obligations. Except (i) as expressly provided by this Agreement, (ii) as required by Legal Requirements, (iii) as set forth in Section 5.1 of the Qumu Disclosure Letter or the Synacor Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, each of Qumu and Synacor shall, and each of them shall cause their respective Subsidiaries to:
Affirmative Obligations. Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; or (d) as required by applicable law or (e) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will use its commercially reasonable efforts to (i) maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) (a) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company has business relations.
Affirmative Obligations. At any time prior to the Commencement Date , Tenant (or Tenant’s contractor) may inspect the Property and the nearby surrounding property for the presence of Hazardous Materials. If Hazardous Materials are discovered on the Property or any of the nearby surrounding property beyond the levels which may require investigation and/or remediation under applicable environmental laws, Landlord may, at its sole cost and expense, remedy and cleanup such problem in accordance with all applicable governmental regulations. If Landlord does not remediate such Hazardous Materials condition prior to the Commencement Date, Tenant may, within thirty (30) days thereafter, cancel this Lease by giving notice to Landlord and returning possession of the demised premises to Landlord and, in such event, Tenant will thereafter be relieved of all further liability under this Lease. If, after the Commencement Date , Hazardous Materials are discovered on the Property or any of the nearby surrounding property beyond the amounts which require investigation, remediation or other action under applicable environmental laws, and which were not caused as a result of Tenant’s (or Tenant’s agents, licensees, subtenants, concessionaires, contractors or employees) actions as specifically provided herein, Landlord shall be required, at its sole cost and expense, to remedy and cleanup such conditions in accordance with all applicable governmental regulations, and in the event such remedy and/or cleanup requires the vacation of ten percent (10%) or more of the Property for a period exceeding ninety (90) days, Tenant may, with thirty (30) days notice, cancel this Lease by giving notice to Landlord and returning the demised premises to the Landlord and, in such event, Tenant will thereafter be relieved of all further liability under this Lease. In the event that Tenant does not elect to cancel this Lease in accordance with the foregoing, the Annual Rent, and any Additional Rent payable hereunder, shall be equitably abated in accordance with the proportion of the demised premises which are rendered unusable as a result of such environmental conditions.
Affirmative Obligations. The Company will furnish to the Purchaser and/or their assignees such information relating to the Company and its Subsidiaries as from time to time may reasonably be requested by the Purchaser and/or their assignees; provided, however, that the Company shall not disclose material nonpublic information to the Purchaser, or to advisors to or representatives of the Purchaser, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Purchaser, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and the Purchaser wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto. The Company shall use commercially reasonable best efforts to maintain the quotation of its Common Stock on the OTC Bulletin Board or listing of the Common Stock on a securities exchange maintained by The NASDAQ Stock Market LLC (“Trading Markets”) and maintain such quotation or listing. .
Affirmative Obligations. The Company has no obligation to any other person to maintain, modify, improve or upgrade the Products.
Affirmative Obligations. FUGEN shall: (i) conduct the FuGEN Business in the ordinary course and consistent with past practice; (ii) maintain its property, equipment and other assets consistent with past practice; (iii) timely comply with the provisions of all agreements and permits; (iv) use its reasonable best efforts to maintain the FuGEN Business, keep its business organization intact, keep available the services of its present employees and contractors, and preserve the goodwill of its customers and other third parties; and (v) maintain in full force and effect all policies of insurance disclosed in Schedule 4.15.
Affirmative Obligations. During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each of NPS and Enzon, and each of its respective Subsidiaries shall, except as otherwise expressly contemplated by this Agreement or to the extent that the other party hereto shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present executive officers and Key Employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, development partners and others with which it has business dealings. In addition, without limiting the generality of the foregoing, each of NPS and Enzon shall (i) continue its course of action and strategies with respect to any state and federal regulatory approval for any pharmaceutical product or compound, including the continuation of any clinical and pre-clinical studies, meeting with FDA officials or officials of any other Governmental Authority, taking steps as necessary to obtain and maintain all necessary approvals from the FDA or any other Governmental Authority, and the filing of all necessary and appropriate submissions to FDA or any other Governmental Authority and (ii) file (or cause to be filed) at its own expense, on or prior to the due date thereof, all Tax Returns required to be filed for all Tax periods ending on or before the Effective Time; provided, however, that neither NPS on the one hand, and Enzon, on the other, shall file or amend any Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state, provincial or local sales, use, goods and services, property, withholding or employment tax returns or statements) for any Tax period without prior approval of the other, which approval shall not be unreasonably withheld or delayed. Enzon or NPS, as the case may be, shall provide the other with a copy of appropriate workpapers, schedules, drafts and final copies of each federal, state and provincial income Tax Return or election of Enzon or NPS (including returns of all employee benefit Plans), as the case may be, at least ten (10) days before filing such ret...
Affirmative Obligations. During the period from the Agreement Date and continuing until the earlier of the valid termination of this Agreement pursuant to Section 9.1 or the First Effective Time (such period, the “Pre-Closing Period”), except as expressly contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing, the Company shall conduct the business of Company and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted (including maintaining working capital and cash management practices, collecting receivables, paying payables (including the writing and mailing of checks with respect thereto) and booking sales), pay all Taxes of the Company and its Subsidiaries when due (subject to Parent’s review and consent to the filing of Tax Returns, as set forth in Section 4.2(p)), pay or perform all other obligations of the Company and its Subsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Legal Requirement), and, to the extent consistent with such business, use commercially reasonable efforts to preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of, and not give notice of revocation or termination to any of, the present officers and Employees of the Company and its Subsidiaries (other than terminations of non-officer Employees for cause), preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Times.
Affirmative Obligations. Except as set forth in SCHEDULE 3.13 the Company has no obligation to any other person to maintain, modify, improve or upgrade the Products.