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. 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. 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. 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. 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. [*] Claim
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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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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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Related to Conduct of the

  • 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 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 hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent, as contemplated by or reasonably necessary to implement the Company 50 Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its business organization, (ii) maintain in effect all of its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Company’s operations. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as consented to in writing by Parent (solely in the case of the following clauses (d), (e), (f), (g), (h), (i), (j) and (p), such consent not to be unreasonably withheld, conditioned or delayed), as contemplated by or reasonably necessary to implement the Company Operating Plan (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to the Company in any material respect) or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries 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 During the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent 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 and (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 Parent has material business relationships; provided, that neither Parent nor any of its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to 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 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause its Subsidiaries not to:

  • 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 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 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:

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