Conduct of Affairs. The Borrower shall at all times carry on and conduct its affairs in a proper and efficient manner.
Conduct of Affairs. Until the Release Time, each Seller Party will conduct its affairs so that at the Closing Date no representation, covenant or agreement of any Seller Party under this Agreement will be breached by reason of the actions or omissions of any Seller Party.
Conduct of Affairs. Each Obligor shall conduct its affairs in accordance with its memorandum and articles of association.
Conduct of Affairs. Each Guarantor shall carry on and conduct its affairs and business in a proper and efficient manner and keep or cause to be kept in a good state of repair and condition in accordance with good commercial practice all its properties and other assets.
Conduct of Affairs. Seller will conduct its affairs so that on the Closing Date none of its representations and warranties will be inaccurate, none of its covenants and agreements will be breached, and no condition in this Agreement will remain unfulfilled by reason of its actions or omissions.
Conduct of Affairs. Section 8.06
Conduct of Affairs. Each Obligor shall at all times carry on and conduct its affairs in a lawful manner.
Conduct of Affairs. The Borrower shall:
Conduct of Affairs. 23.01 For the purpose of this Collective Agreement, the Employer is the Board of Directors of the Labour Program of Waterloo Region, and management rights are vested with them and through them to the members of the Working Group.
Conduct of Affairs. Principle 1: Effective Board to lead and control the Company The Board, which is responsible for the long-term success of the REIT, is entrusted with overall responsibility for the corporate governance of the Manager. The Board is also responsible for the strategic business direction and risk management of the REIT. To this end, the Board has set in place a framework of internal controls for effective management of risks within the business. All Directors exercise reasonable diligence and independent judgment when making decisions and are obliged to act honestly and consider the interests of the Manager and the REIT at all times. Half of the Board consists of Independent Directors, and this meets the requirements in the 2012 Code, which prescribes a minimum of one-third of the Board to be independent. The Directors collectively bring to the Board deep experience in financial services, audit, real estate development, valuations and lease management. This collective expertise allows the Board to lead the Manager, establishing the long-term strategies and overseeing the management of the REIT. CORPORATE GOVERNANCE The Board has authority to approve or endorse certain matters, including: • Material transactions, such as acquisitions and divestments; • Annual budgets; • Quarterly/annual financial reports; and • Appointment of Directors and key management staff. To facilitate proper discharge of its functions, the Board has established the following committees: • Audit and Risk Committee (the “ARC”); and • Nominating and Remuneration Committee (the “NRC”) (collectively, the “Board Committees”). The Board Committee members are appointed from within the ranks of the Board, and operate on delegated authority from the Board. The Board and the ARC meet at least once every quarter to review key business activities. The NRC meets at least annually. Where it is not possible for a Director to attend in person, that Director may participate via teleconferencing, videoconferencing, or other similar means of telecommunication. Four Board meetings were held during the financial year ended 31 December 2018 (“FY 2018”). The attendance of the Directors at Board meetings and Board Committee meetings are set out at page 27 of this report. Updates and changes to regulatory requirements that bear relevance to the REIT are monitored and reported to the Board during the meeting. Where necessary and expedient, the Board may be briefed on urgent updates via circulars. Each newly appoin...
