Maintenance and Preservation of Business Sample Clauses

Maintenance and Preservation of Business. Use its best efforts to maintain and preserve its business; and
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Maintenance and Preservation of Business. From and after the date hereof to the Closing Date or the date of termination of the Parties' obligation to close under this Agreement, the Vendor and the Corporation covenant to the Purchaser that, except as may be specifically approved in writing by the Purchaser, the Business will be conducted, and the Corporation and KMHC will operate their respective businesses, only in the ordinary course and substantially in the same manner as presently conducted, will not make or institute any new methods, principles or practices of manufacture, purchase, sale, lease, management, accounting or operation except in the ordinary course of business, and will use their commercially reasonable efforts with due diligence to (i) maintain their business organizations, and (ii) maintain their relationships with and the goodwill of their suppliers, distributors, licensors, customers and others having business relations with them, so as to maintain the goodwill and ongoing business of the Corporation. By way of illustration and not by way of limitation of the foregoing:
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Maintenance and Preservation of Business. Consistent with their past practices, use their best efforts to (i) maintain and preserve the Business the present business organization of Meadowlands, (ii) keep available the services of the present employees of Meadowlands, and (iii) preserve the current business relationships of Meadowlands with customers, clients, suppliers, distributors and other having business dealings with it;
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Maintenance and Preservation of Business. Consistent with their past practices, use their best efforts to maintain and preserve the Assets and the Business in their current states and conditions;
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Maintenance and Preservation of Business. Consistent with past practices, use its best efforts to (i) maintain and preserve the Business and the present business organization of FCES, (ii) keep available the services of the present employees of FCES, and (iii) preserve the current business relationships of FCES with customers, clients, suppliers, distributors and other having business dealings with it;
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Maintenance and Preservation of Business. Consistent with its past practices, use his best efforts to maintain and preserve the Business;
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Maintenance and Preservation of Business. During the period from the date hereof to the Closing Date or the date of termination of the parties' obligation to close under this Agreement, except as may be specifically approved in writing by Purchaser, Sellers shall cause the CeCorr Companies to conduct the Business only in the ordinary course and substantially in the same manner as presently conducted and to not make or institute any new methods, principles or practices of manufacture, purchase, sale, lease, management, accounting or operation except in the ordinary course of business, and will use their best efforts to maintain the CeCorr Companies' business organizations and their relationships with and the goodwill of their suppliers, distributors, licensors, customers and others having business relations with them, so as to maintain the goodwill and ongoing business of the CeCorr Companies. By way of illustration and without limiting the generality of the foregoing, Sellers shall cause each of the CeCorr Companies to: (a) use reasonable efforts to preserve intact and keep available the services of its present employees through the Closing Date; (b) use reasonable efforts to keep in effect through the Closing Date the insurance policies identified on Schedule 3.9 hereto or to procure similar coverage, and to cooperate fully with the Purchaser and take such actions as the Purchaser may reasonably request (including, without limitation, placing insurance carriers on notice of this Agreement and/or providing or seeking necessary consents) to ensure that from and after the Closing Date, the Purchaser will be entitled to make claims (or receive the proceeds of claims) under all such policies. In addition, Sellers agree, if so requested by Purchaser, to make all reasonable and necessary efforts to purchase, at the Purchaser's expense, extended reporting coverages or the equivalent thereof for five (5) years from the Closing Date for all current claims made or modified claims made coverages of the CeCorr Companies and the Business including, without limitation, all casualty, liability and directors and officers coverages; (c) maintain all its physical properties in their condition as of the Financial Statement Date subject only to ordinary wear and tear; (d) perform and comply in all material respects with the terms of the Material Contracts; (e) manage its working capital, including accounts receivable, other current assets, trade payables and other current liabilities, in a fashion consistent with pas...
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Related to Maintenance and Preservation of Business

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Maintenance of Business The Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c)

  • MAINTENANCE AND INSPECTION OF COLLATERAL Grantor shall maintain all tangible Collateral in good condition and repair. Grantor will not commit or permit damage to or destruction of the Collateral or any part of the Collateral. Lender and its designated representatives and agents shall have the right at all reasonable times to examine, inspect, and audit the Collateral wherever located. Grantor shall immediately notify Lender of all cases involving the return, rejection, repossession, loss or damage of or to any Collateral; of any request for credit or adjustment or of any other dispute arising with respect to the Collateral; and generally of all happenings and events affecting the Collateral or the value or the amount of the Collateral.

  • Operation and Maintenance Throughout the period prior to any Termination of NAI’s Work, NAI must operate and maintain the Property in a good and workmanlike manner and in compliance with Applicable Laws in all material respects and pay or cause to be paid all fees or charges of any kind in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written complaint or demand for corrective action given by any Governmental Authority to NAI, or to BNPPLC and forwarded by it to NAI, then for purposes of the preceding sentence, NAI will be considered not to have maintained the Property “in compliance with all Applicable Laws in all material respects” whether or not the noncompliance would be material in the absence of the complaint or demand.) NAI must not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. Without limiting the generality of the foregoing, NAI must not conduct or permit others to conduct Hazardous Substance Activities on the Property, except Permitted Hazardous Substance Use and Remedial Work; and NAI must not discharge or permit the discharge of anything (including Permitted Hazardous Substances) on or from the Property that would require any permit under applicable Environmental Laws, other than (1) storm water runoff, (2) fume hood emissions, (3) waste water discharges through a publicly owned treatment works, (4) discharges that are a necessary part of any Remedial Work, and (5) other similar discharges consistent with the definition of Permitted Hazardous Substance Use which do not significantly increase the risk of Environmental Losses to BNPPLC, in each case in strict compliance with Environmental Laws. To the extent that any of the following would, individually or in the aggregate, increase the likelihood of a 97-10/Meltdown Event or materially and adversely affect the value of the Property or the use of the Property for purposes permitted by this Agreement, NAI must not, without BNPPLC’s prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. NAI will not cause or permit any drilling or exploration for, or extraction, removal or production of, minerals from the surface or subsurface of the Property, and NAI must not do anything that could reasonably be expected to significantly reduce the market value of the Property. If NAI receives a notice or claim from any federal, state or other governmental authority that the Property is not in compliance with any Applicable Law, or that any action may be taken against BNPPLC because the Property does not comply with any Applicable Law, NAI must promptly furnish a copy of such notice or claim to BNPPLC.

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Maintenance and Insurance (a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in good working order and condition, making all necessary repairs thereto and renewals and replacements thereof.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Maintenance and Use of Property Borrower shall cause the Property to be maintained in a good and safe condition and repair. The Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property or as permitted in the PETsMART Lease) without the consent of Lender. Except as provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or rebuild or cause to be repaired, replaced or rebuilt, any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.6 hereof and shall complete and pay for any structure at any time in the process of construction or repair on the Land. Borrower shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof, provided, that Borrower shall be permitted to enter into easement agreements or grant rights of way so long as such agreements or grants do not reduce the value of the Property or impair its use, and so long as Borrower has delivered to Lender a title endorsement satisfactory to Lender with respect to such agreements and/or rights of way. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender.

  • Protection of Business During the Employment Period and until the first anniversary of Executive's Date of Termination (but only in the event Executive is terminated by the Company for Cause or Executive terminates employment without Good Reason), the Executive will not (i) engage, anywhere within the geographical areas in which the Company or any of its Affiliates (the "Designated Entities") are conducting their business operations or providing services as of the Date of Termination, in any business which is being engaged in by the Designated Entities as of the Date of Termination or pursue or attempt to develop any project known to Executive and which the Designated Entities are pursuing, developing or attempting to develop as of the Date of Termination, unless such project has been inactive for over nine (9) months (a "Project"), directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, (ii) divert to any entity which is engaged in any business conducted by the Designated Entities in the same geographic area as the Designated Entities, any Project or any customer of any of the Designated Entities, or (iii) solicit any officer, employee (other than secretarial staff) or consultant of any of the Designated Entities to leave the employ of any of the Designated Entities. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than three (3%) percent of any publicly traded corporation, whether or not such corporation is in competition with the Company, and Executive shall not be prohibited from owning equity securities of, and acting as an officer and director of, Legacy. If, at any time, the provisions of this Section 10(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 10(c) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

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