Conduct of the Operations Sample Clauses

Conduct of the Operations. Without in any way limiting any other obligations of each Transferor hereunder, during the period from the date of this Agreement to the Closing, each Transferor covenants that, unless it shall have obtained the written consent of Transferee, which shall not be unreasonably withheld, such Transferor shall either satisfy or cause to be satisfied the following with respect to the Contributed Assets:
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Conduct of the Operations. Except as specifically provided in this Agreement, the Seller Concurrent Agreements or the Omnibus Agreement, during the period from the date of this Agreement until the Closing Date, each Seller Party shall, and shall cause the Subject Entities to, (i) conduct its respective operations in accordance with its ordinary course of business consistent with past practices, (ii) use reasonable commercial efforts to preserve, maintain and protect its respective material assets, Contracts, rights and properties, (iii) not terminate, materially amend or enter into material agreements affecting the Subject Entity Assets except in the ordinary course of business consistent with past practice, (iv) cause the Subject Entities to maintain insurance policies with coverage on the Subject Entity Assets presently furnished by nonaffiliated third parties in the amounts and types presently in effect, (v) use commercially reasonable efforts to maintain all material Contracts of the Subject Entities, including, without limitation, real property leases, in full force and effect, (vi) cause the Subject Entities not to transfer, sell, hypothecate, distribute, Encumber or otherwise dispose of any material assets of the Subject Entities except for sales and dispositions in the ordinary course of business consistent with past practices, (vii) not amend or restate the Charter Documents of the Seller Parties in a manner which would require any consent to be obtained to effect the transactions contemplated herein or in the Omnibus Agreement or which could reasonably be expected to hinder, impede, delay or adversely affect the consummation of the transactions contemplated herein, (viii) cause the Subject Entities not to amend or restate their respective Charter Documents in any manner or issue any Capital Stock or options, warrants or other rights convertible into or exchangeable for Capital Stock of any Subject Entity, (viii) sell, assign, transfer, Encumber or otherwise dispose of all or any portion of the Subsidiary Interests or the Assigned Interest or grant any option to purchase or right of first refusal in connection therewith to any Person or (viii) commit to do the foregoing.
Sample 1
Conduct of the Operations. 6 (a) General.......................................................... 6 (b) Sufficiency...................................................... 6 (c) Sponsorship...................................................... 6 (d) Compliance with Laws, Policies and Programs...................... 6 (e) Manager's Vendors................................................ 7 (f) Third-Party Concessions.......................................... 7 5. Equipment.............................................................. 7 (a) Owner's Equipment; Las Vegas Equipment........................... 7 (b) Transport........................................................ 7 (c) Manager's Equipment.............................................. 7 6.
Sample 1
Conduct of the Operations. The Business Vendors and the Target Companies have carried on the relevant Operations since 30th June 1999 to the date of this Agreement and no person other than members of the Vendors' Group has had any ownership interest in the Operations since 30th June 1999.
Sample 1
Conduct of the Operations. Except as specifically provided in this Agreement, from May 14, 2012 until the earlier of the Closing or the termination of this Agreement in accordance with Section 8.1, each Seller Party shall, and shall cause each Subject Entity to:
Sample 1
Conduct of the Operations. Except as specifically provided in this Agreement, the Seller Ancillary Documents or the Omnibus Agreement, during the period from the date of this Agreement until the Closing Date, each Seller Party shall (i) conduct its operations according to its ordinary course of business and (ii) use reasonable efforts to preserve, maintain, and protect its material assets, rights, and properties, to the extent each such action in clause (i) or (ii) would materially affect the Drop-Down Assets; provided, however, that any Seller Party shall not, to the extent commercially unreasonable, be required to make any payments or enter into or amend any contractual agreements, arrangements, or understandings to satisfy the foregoing obligation. The Parties acknowledge and agree that, notwithstanding the passage of title and risk of loss with respect to the Drop-Down Assets pursuant to this Agreement, the Seller Parties shall continue to otherwise operate the Drop-Down Assets for their own account until the Effective Time.
Sample 1

Related to Conduct of the Operations

  • 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 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 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 Operations The Board of Directors and the General Partner shall use commercially reasonable efforts to conduct the business of the Partnership and its Affiliates in a manner that does not require a holder of Common Units to file a tax return in any jurisdiction with which the holder has no contact other than through ownership of Common Units.

  • 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 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 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 Mediation Sessions Mediation hearings will be conducted in an informal manner and discovery will not be allowed. The discussions, statements, writings and admissions will be confidential to the proceedings (pursuant to California Evidence Code sections 1115 through 1128) and will not be used for any other purpose unless otherwise agreed by the parties in writing. The parties may agree to exchange any information they deem necessary. Both parties shall have a representative attend the mediation who is authorized to settle the dispute, though City's recommendation of settlement may be subject to the approval of the Mayor and City Council. Either party may have attorneys, witnesses or experts present.

  • 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.

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