Conduct of Business and Operations Sample Clauses

Conduct of Business and Operations. The Company shall keep the Buyer reasonably advised as to all material operations and proposed material operations relating to the Entities. The Company shall, and shall cause each of its Subsidiaries to, use its reasonable commercial efforts to (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including, without limitation, insurance premiums) incurred in connection therewith in a timely manner, (e) keep all Contracts listed or required to be listed on Schedule 3.13(a) in full force and effect, (f) comply in all material respects with all applicable Legal Requirements, and (g) preserve the present relationships of such Entity with customers and other Persons having material business relations therewith. 5.3
Sample 1
AutoNDA by SimpleDocs
Conduct of Business and Operations. The Project Entity shall, except as the Bank otherwise agrees:
Sample 1Sample 2
Conduct of Business and Operations. The Company and the Buyer shall keep each other advised as to all material operations and proposed material operations relating to the Company or the Buyer, as applicable. Each of the Company and the Buyer shall, except as otherwise provided in this Agreement, (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its Properties in a good and workmanlike manner, (d) comply in all material respects with all applicable Legal Requirements.
Sample 1
Conduct of Business and Operations. The Seller shall keep Buyer advised as to all material operations and proposed material operations relating to the Business. The Seller shall (a) conduct the Business in the ordinary course, (b) use its reasonable commercial efforts to keep available the services of present employees of the Business and preserve the present relationships of the Seller with Persons having significant business relations therewith, (c) maintain and operate the Properties consistent with past practice, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use reasonable commercial efforts to keep all Contracts listed or required to be listed on Schedule 3.12 in full force and effect, (f) comply in all material respects with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements.
Sample 1
Conduct of Business and Operations. During the Pre-Closing Period, the Company shall keep Parent reasonably advised as to all material operations and proposed material operations relating to the Company. During the Pre-Closing Period, the Company shall conduct its business in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, and shall use its commercially reasonable efforts to preserve intact the business organizations and goodwill of the Company, keep available the services of the current officers, employees and consultants of the Company, maintain and operate its Properties in a good and workmanlike manner, pay or cause to be paid all costs and expenses incurred in connection therewith in a timely manner, keep all Material Contracts in full force and effect, comply with all of the covenants contained in all such Material Contracts and preserve the present relationships of the Company with customers, suppliers, distributors, licensors, licensees and others Persons with which the Company has significant business relations, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as expressly contemplated by this Agreement and except as expressly set forth in Schedule 4.2 of the Disclosure Schedule, the Company shall not, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):
Sample 1
Conduct of Business and Operations. InterDent shall keep Purchaser advised as to all material operations and proposed material operations relating to DCA and the Dental Practices. InterDent shall cause DCA and the Sellers to (a) conduct their respective businesses in the ordinary course, including, without limitation the retention and management of cash (b) keep available the services of present employees, (c) maintain and operate the Properties in a good and workmanlike manner, (d) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner, (e) use commercially reasonable efforts to keep all Transferred Contracts in full force and effect, (f) comply with all of the covenants contained in all such material Contracts, (g) maintain in force until the Closing Date insurance policies (subject to the provisions of Section 5.07) equivalent to those in effect on the date hereof, and (h) comply in all material respects with all applicable Legal Requirements. Except as otherwise contemplated in this Agreement, InterDent and its Affiliates will use their commercially reasonable efforts to preserve their present relationships with Persons having significant business relations therewith.
Sample 1
Conduct of Business and Operations. To Channelview LP’s Knowledge, since December 31, 2006, Channelview LP has operated and maintained the Channelview Facility in accordance with Prudent Industry Practice, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Sample 1
AutoNDA by SimpleDocs
Conduct of Business and Operations. Each of Roadrunner and GTS shall keep the other advised as to all material operations and proposed material operations relating to its business. Each of Roadrunner and GTS shall use all reasonable commercial efforts to (a) conduct its business in the ordinary course, (b) keep available the services of present employees, (c) maintain and operate its properties in a good and workmanlike manner, and (d) comply in all material respects with all applicable Legal Requirements.
Sample 1
Conduct of Business and Operations. Holding shall keep Parent reasonably informed as to all material decisions related to the operations of the Business and the Operating Companies. Except as otherwise contemplated by this Agreement or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), Holding shall, and shall cause each of the Operating Companies to, use reasonable commercial efforts to operate in the Ordinary Course of Business, keep available the services of its present officers and employees, maintain its tangible assets in good repair and condition consistent with past practice, comply in all material respects with all applicable Legal Requirements, preserve its current business, organization, goodwill and its present relationships with customers, suppliers, independent contractors, lenders, regulators and other Persons having material business relations therewith and maintain capital expenditure levels consistent with past practice and such Entity’s budget. Except as otherwise contemplated by this Agreement or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), Holding and the other Entities may not:
Sample 1

Related to Conduct of Business and Operations

  • Business and Operations Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • 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 Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Interim Conduct of Business (a) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) 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 IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best efforts, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

  • Conduct of Local Church Operations From the date of this Disaffiliation Agreement through and until the Closing, the Local Church: (a) will conduct its operations substantially in accordance with past practice and will use commercially reasonable efforts, subject to the foregoing, to maintain and preserve its operations and organization consistent with past practice and efficient and economical management, (b) will not take any action that is inconsistent with its charitable purposes under Section 501(c)(3) of the Code or that otherwise adversely affects its tax-exempt status, and (c) will not take any action that would cause its representations and warranties in this Disaffiliation Agreement not to remain true and correct as of Closing, except with the prior written consent of the Annual Conference.

  • Conduct of the Business From and after the Effective Date and though immediately prior to the Closing, or the earlier termination of this Agreement in accordance with Article 9, except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as otherwise contemplated by this Agreement, (iii) as Buyer or Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by applicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) operate the Business in the Ordinary Course of Business and use commercially reasonable efforts to preserve and maintain the goodwill associated with the Business and relationships with the Employees, customers, suppliers, distributors and others with whom the Business has a business relationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any Person; or (v) that would be an amendment to any organizational documents of any Acquired Subsidiary.

  • Conduct of Business by Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, except to the extent that Parent 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 in compliance in all material respects with all applicable Legal Requirements, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its 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 officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Company will promptly notify Parent of any event that would reasonably be expected to have a Material Adverse Effect on Company. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or provided in Part 4.1 of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit any Company Subsidiaries to do any of the following:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

Time is Money Join Law Insider Premium to draft better contracts faster.