Conduct of the Target Business Sample Clauses

Conduct of the Target Business. (a) Parent undertakes to procure that, between the date hereof and the Closing at which any Subject Companies are purchased and sold, such Subject Companies (except in each case as referred to in Section 5.1(b) or as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)) (1) shall carry on the business of such Subject Companies and, to the extent applicable to any such Subject Company, the Securitization Transactions, in the ordinary course, consistent in all material respects with past practice (including by continuing the business of such Subject Companies in each market in which it is currently conducted), (2) shall use their respective commercially reasonable efforts to preserve intact in all material respects their respective business organizations and preserve their relationships with customers, key employees and other Persons with whom they have material business dealings, and (3) shall not:
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Conduct of the Target Business. (a) The Sellers undertake to procure that, between the date hereof and the Closing Date, the Target Companies (except in each case (A) as referred to in Section 5.2 (Exceptions) or (B) to the extent that the Sellers or the Target Companies provide advance written notice to the Purchasers’ Representative and the Purchasers’ Representative consents in writing or fails to respond to such notice within ten (10) Business Days of delivery of such notice (which failure shall be deemed to be consent), it being understood that notwithstanding the foregoing the Purchasers’ Representative shall use commercially reasonable efforts to respond to such requests within five (5) Business Days of receipt thereof) shall (x) carry on the Target Business in the Ordinary Course, and preserve substantially intact their respective business organizations and to maintain business relationships in the Ordinary Course, and (y) ensure that the Target Companies shall not:
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Conduct of the Target Business. From the date hereof until the Closing, Seller and Target shall cause Target and its Subsidiaries to conduct the Target Business in the ordinary course consistent with past practice and to use their reasonable best efforts to preserve intact the Target Business (including filing any Tax Returns and paying any Taxes), the Target Assets and the relationships of Target and its Subsidiaries with customers, suppliers and others having business dealings with them, and to keep available the services of their present officers and significant employees. Without limiting the generality of the foregoing, from the date hereof until the Closing, except as otherwise expressly permitted or required by this Agreement or as set forth in this Section 4.1 of the Seller Disclosure Letter or with the prior consent of Buyer, Target will not, and Seller and Target will not permit Target or any of its Subsidiaries to (other than in the ordinary course of business):
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Conduct of the Target Business. (a) Except as set forth in Section 5.1 of the Sellers’ Disclosure Letter, between the date hereof and the Closing, the Sellers’ Representative shall cause the Target Companies and, with respect to matters related to Dutch Employees, ING Bank Personeel B.V. to (except in each case as referred to in Section 5.3 (Exceptions) or (z) as may be approved by the Purchasers’ Representative in writing, such approval not to be unreasonably withheld, conditioned or delayed (except in the case of subsection (xi) below)) (A) carry on the Target Business in the Ordinary Course, (B) use commercially reasonable endeavours to preserve substantially intact the business organization of the Target Business and keep available the present services of the Company Employees, (C) defend all Litigation and (D) to preserve the goodwill and significant business relationships of the Target Companies with customers, suppliers and other Persons with which the Target Companies have significant business relations, in each case in the Ordinary Course, and the Sellers’ Representative shall cause the Target Companies and, with respect to matters related to Dutch Employees covered by subsections (x), (xv), and (xvi) below, ING Bank Personeel B.V., without limiting the generality of the foregoing, not to:
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Conduct of the Target Business. (a) Parent shall, between the date hereof and the Closing, cause the Target Company (except in each case as referred to in Section 5.1(b) or as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)) to (1) carry on the Target Business in the ordinary course of business, and (2) not:
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Conduct of the Target Business. (a) Parent undertakes to procure that, between the date hereof and the Closing, the Target Companies (except in each case as referred to in Section 5.1(b) or as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)) shall (1) carry on the Target Business in the ordinary course, consistent with past practice, (2) use their respective commercially reasonable efforts to maintain and preserve their respective business organizations and material relationships with regulators, auto dealers, customers, suppliers, licensors and licensees and (3) without limiting the generality of the foregoing, not:
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Conduct of the Target Business. (a) Except as consented to in writing by Purchaser in advance (such consent not to be unreasonably withheld, conditioned or delayed), between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, (1) as it relates to the Target Company and the Transferred Subsidiary, Parent shall and shall cause the Target Company and the Transferred Subsidiary to and (2) the Target Company shall and shall cause the Transferred Subsidiary to (x) use their respective commercially reasonable efforts to carry on and operate the Target Business in the ordinary course of business and (y) not:
Sample 1
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Conduct of the Target Business. (a) Except as set forth in Section 5.1(a) of the Sellers’ Disclosure Letter, between the date hereof and the Closing, the Sellers’ Representative shall cause the Target Companies to (except in each case as referred to in Section 5.3 (Exceptions) or (z) as may be approved by the Purchasers’ Representative in writing (except in the case of subsection (xi) below, such approval not to be unreasonably withheld, conditioned or delayed)) (A) carry on the Target Business in the Ordinary Course, (B) use commercially reasonable efforts to preserve substantially intact the business organization of the Target Business and keep available the present services of the Company Employees, (C) defend all Litigation and (D) to preserve the goodwill and significant business relationships of the Target Companies with customers, suppliers and other Persons with which the Target Companies have significant business relations, in each case in the Ordinary Course, and the Sellers’ Representative shall cause the Target Companies, without limiting the generality of the foregoing, not to:
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Related to Conduct of the Target Business

  • 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 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 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 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 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.

  • 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 the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • 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 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 Third Party Claims 11.4.1 If the matter or circumstance that may give rise to a claim against the Seller under this Agreement for breach of any Seller’s Warranty is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

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