Operation of the Seller Sample Clauses

Operation of the Seller. The Seller shall:
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Operation of the Seller. During the Pre-Closing Period:
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Operation of the Seller. (1) Following the Closing Date, Xxxx Xxxxx shall pay all Accounts Payable and its other creditors in existence as of the Closing Date on a timely basis, but in no event, later than the day such Accounts Payable or other amounts are due.
Sample 1
Operation of the Seller. Except as specifically contemplated in this Agreement, from the date of this Agreement through the Closing Date, the Seller will be operated only in the ordinary course, and, in particular, the Seller, without the prior written consent of Hypercom, will not:
Sample 1
Operation of the Seller. Until the first (1st) anniversary of the Closing Date, the Seller hereby covenants and agrees not to, and Xxxxxxx hereby covenants and agrees to cause the Seller not to, (a) liquidate or dissolve, (b) make any distribution of assets to any of its shareholders unless the Seller retains at least One Million Nine Hundred Thousand Dollars ($1,900,000) of Book Value after such distribution, or (c) sell, transfer or otherwise dispose of, or allow the attachment of any Liens in excess of One Million Two Hundred Thousand Dollars ($1,200,000) in the aggregate to, the Owned Real Property, provided, that the Owned Real Property (i) may be sold during such period if all of the proceeds of such sale are retained in the Seller (without any Lien on such proceeds) until the first anniversary of the Closing Date, and (ii) shall be sold by the Company to a third party in an arms-length transaction as quickly as reasonably possible at fair market value, and Xxxxxxx shall cause such sale to occur, if prior to the first anniversary of the Closing, the Buyer incurs Losses pursuant to Paragraph 10.1 or Paragraph 10.2, below, in excess of the cash held by the Seller as of the date the Buyer delivers the Claims Notice relating to such Losses. For purposes of this Paragraph 8.8, the “Book Value” of the Seller shall mean, as of any valuation date, the excess of the fair market value of the Seller’s assets over its liabilities (which liabilities shall include any Liens on the assets), and “fair market value” shall mean the price at which a prudent Buyer would purchase the applicable assets from the Seller without compulsion as of the valuation date. If the Buyer and the Seller disagree with respect to the computation of Book Value at any time, they should promptly retain a mutually agreeable appraiser to determine Book Value as of the applicable time, which determination shall be binding hereunder. Seller shall, and Xxxxxxx shall cause Seller to, pay all of the Cash Purchase Price received by the Seller (net of any distributions paid by the Seller to its shareholders in an amount equal to the income Tax incurred by such shareholders as a result of the Seller’s receipt of the Cash Purchase Price paid) as promptly as it is received to M&I Bank in partial payment of its secured mortgage loan and secured letter of credit both of which are secured by a mortgage on the Owned Real Property. Notwithstanding the foregoing, until the third (3rd) anniversary of the Closing, in the event the Sel...
Sample 1
Operation of the Seller. Except as contemplated in Schedule 4.1 or elsewhere in this Agreement or as otherwise approved by the Purchaser or Checkpoint in writing, during the period from the date hereof to the Closing, the Seller shall, and TAF shall cause the Seller to, conduct its business and operations only in the ordinary course of its business and keep its records and accounting books in accordance with Japanese GAAP consistently applied to the Seller. The Seller shall not enter into any new transactions other than those related to the Transferred Business.
Sample 1

Related to Operation of the Seller

  • Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Authorization of the Servicer (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Responsibilities of the Seller Anything herein to the contrary notwithstanding:

  • Description of the Services 1.1 The scope of the service to be rendered is described more fully in the Annexures and Schedules referred to below: ❑ Annexure A – Scope / Specification ❑ Annexure C – Pricing Schedule 2 DELIVERABLES AND COMPLETION DATE The Deliverables, due for completion by and governed by this Schedule 1. In the event that the Service Provider fails to meet the delivery dates as agreed, the following penalties will be imposed:

  • Activities of the Subadviser Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Subadviser's right, or the right of any of the Subadviser's directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

  • Provision of the Services 6.1 The Service Provider shall, throughout the term of this Agreement, provide the Services to the Client in accordance with the terms and conditions of this Agreement. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

  • ACTIVITIES OF THE SUB-ADVISER The services of the Sub-Adviser to the Funds are not to be deemed to be exclusive, the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser (for purposes of this Article IV referred to as "affiliates") being free to render services to others. It is understood that directors, officers, employees and shareholders of the Funds are or may become interested in the Sub-Adviser and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may become interested in the Funds as directors, officers and employees.

  • CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

  • ACTIVITIES OF THE SUB-ADVISOR It is understood that the Sub-Advisor may perform investment advisory services for various other clients, including other investment companies. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. At least annually, the Sub-Advisor shall report to the Trustees the total number and type of such other accounts and the approximate total asset value thereof (but not the identities of the beneficial owners of such accounts). The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients. It is understood that the Sub-Advisor may become interested in the Trust as a shareholder or otherwise. The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.

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