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.
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.
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.
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.
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:
Conduct of the. [*] Claim
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:
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.

Related to Conduct of the

  • Conduct of the Business As of the date hereof through the Closing Date, each Seller shall (a) conduct its business relating to the Purchased Assets and Assumed Liabilities in the usual, regular and ordinary course consistent with past practice; (b) use reasonable best efforts to maintain and preserve intact its relationships generally with its Branch Employees and Customers; (c) take no action which would materially adversely affect or delay the ability of any party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement; (d) not acquire or dispose of any Fixed Assets for the Branches except in the ordinary course of business, other than pursuant to commitments made on or before the date of this Agreement and except for the acquisition and disposition of furniture, fixtures and equipment and normal maintenance and refurbishing in the ordinary course of business; (e) not increase or agree to increase the salary, remuneration or compensation of Branch Employees other than in accordance with Seller’s customary policies and/or bank-wide changes consistent with past practices, or pay or agree to pay any uncommitted bonus to the Branch Employees other than regular bonuses based on historical practice, provided that nothing herein shall be deemed to prohibit Sellers from paying out in their sole discretion accrued but unearned compensation as of the Closing Date for Branch Employees; (f) not enter into, amend or renew or extend any employment contract; (g) not change any accounting procedures or practices; (h) not take, or instruct its affiliates to take, any action with the specific intent of (A) impairing Purchaser’s rights in any Purchased Assets or Assumed Liabilities, (B) impairing in any way the ability of Purchaser to collect upon any Loan or Negative Deposits, (C) except in the ordinary course of servicing, waiving any material right, whether in equity or at law, that (x) it has with respect to any Loan or Negative Deposits, or (y) could have a Material Adverse Effect; (i) enter into any contract, commitment, lease or other transaction (other than with respect to the Deposit Liabilities or the Loans) relating to the Branches, which requires aggregate future payments in excess of $50,000; provided, however, that Sellers shall be under no obligation to advertise or promote new or substantially new customer services in the principal market area of, or for the benefit of, the Branches; (j) not make, or enter into any commitment to make, a Loan in excess of $250,000, except after consultation with Purchaser, unless the Seller otherwise agrees to retain any such Loans which Purchaser does not want to purchase as a result of the failure by the Seller to consult with Purchaser; or (k) offer any rates on deposit products (including time deposits and certificates of deposit) to Customers at the Branches which differ materially from the rates commonly offered in the Florida marketplace by other local depository institutions where the Branches are located.

  • 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 From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

  • Conduct of Logging Unless otherwise specifi- cally provided herein, Purchaser shall fell trees desig- nated for cutting and shall remove the portions that meet Utilization Standards, as provided in B2.2, prior to accep- tance of subdivision for completion of logging under B6.36. Forest Service may make exceptions for occa- sional trees inadvertently not cut or trees or pieces not removed for good reason, including possible damage to forest resources or gross economic impracticability at the time of removal of other timber. Logging shall be con- ducted in accordance with the following, unless C6.4 pro- visions set forth requirements to meet special or unusual logging conditions:

  • Conduct of the Parties The parties will not engage in behaviour that is, or may reasonably be considered to be intimidating, bullying, or harassing or commit any act or behaviour which is offensive or abusive in connection with this Agreement.

  • Conduct of mediation In consultation with the mediator, the parties will determine a location, timetable and procedure for the mediation or, if the parties cannot agree on these matters within 7 Working Days of the appointment of the mediator these matters will be determined by the mediator.

  • Conduct of Parent Parent agrees that 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. Without limiting the generality of the foregoing, and except with the prior written consent of the Company (which shall not be unreasonably withheld or delayed), as disclosed in the Parent Schedule of Exceptions or as contemplated by this Agreement, from the date hereof until the Effective Time:

  • Conduct of Business by 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, except as permitted by the terms of this Agreement and the Company Stock Option Agreement and except as provided in Section 4.2 of the Parent Schedule, without the prior written consent of Company, Parent shall not engage in any action that could reasonably be expected to (i) cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code or (ii) interfere with Parent's ability to account for the Merger as a pooling of interests.

  • 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 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 and each of its subsidiaries 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 laws and regulations, 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, during that period Company will promptly notify Parent of any material event involving its business or operations consistent with the agreements contained herein. In addition, except as permitted by the terms of this Agreement, and except as 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 its subsidiaries to do any of the following: