PROTECTION OF THE BUSINESS Sample Clauses

PROTECTION OF THE BUSINESS. The Pledgor shall conduct its business as provided under clause 21.8 of the Senior Bridge Facilities Agreement.
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PROTECTION OF THE BUSINESS. 6.1 In this clause:
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PROTECTION OF THE BUSINESS. 15.1 The Seller shall not do or attempt to do anything set out in part 2 of schedule 8, whether directly or indirectly.
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PROTECTION OF THE BUSINESS. (a) In partial consideration of the payment of the Purchase Price, as set forth in Section 2.01, the Seller and the Purchaser agree that, for a period of five (5) years after the Closing (the "RESTRICTED PERIOD"), the Seller shall not engage, directly or indirectly, in any capacity, in any business anywhere in the world that offers secure computer-based testing services to any entity, person, company or organization (other than the Company or its Affiliates), or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, consultant or otherwise, any Person that competes with the Purchaser, the Company, any Subsidiary or the Business in offering secure computer-based testing services; provided, however, that, for the purposes of this Section 9.03, ownership of securities representing less than five (5) percent of the outstanding voting power of any competitor shall not be deemed to be in violation of this Section 9.03 so long as the Person owning such securities has no other connection or relationship with such competitor. Nothing in this Section 9.03 will prevent the Seller or its Affiliates (i) from providing, directly or indirectly, computer-based tests to persons who are provided educational services by the Seller or any of its Affiliates so long as such tests are ancillary to such
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PROTECTION OF THE BUSINESS. (a) In partial consideration of the payment of the Purchase Price, as set forth in Section 6.01, the Seller and the Purchaser agree that, for a period of five (5) years after the Closing (the "RESTRICTED PERIOD"), the Seller shall not engage, directly or indirectly, in any capacity, in any business anywhere in the world that offers secure computer-based testing services to any entity, person, company or organization (other than the Company or its Affiliates) or, without the prior written consent of the Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, shareholder, consultant or otherwise, any Person that competes with the Purchaser, any Company, any Subsidiary or the Business in offering secure computer-based testing services; provided, however, that, for the purposes of this Section 14.02 ownership of securities representing less than five (5) percent of the outstanding voting power of any competitor shall not be deemed to be in violation of this Section 14.02 so long as the Person owning such securities has no other connection or relationship with such competitor. Nothing in this Section 14.02 will prevent the Seller or its Affiliates (i) from providing, directly or indirectly, computer-based tests to persons who are provided educational services by the Seller or any of its Affiliates so long as such tests are ancillary to such educational services or to test its current or prospective employees or (ii) from conducting or engaging in, directly or indirectly, any business other than computer-based testing regardless of whether such business is also conducted or engaged in by the Purchaser, Thomson or their respective Affiliates. For purposes of this Section 14.02(a), "
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PROTECTION OF THE BUSINESS. 27.1 Swire undertakes to CS Hong Kong and the Company that Swire will, and that Swire will procure that the Swire Pacific Group will, for so long as Swire or any member of its Group holds any Equity Interests, (i) refrain from [**] as listed on Schedule 10, which are [**], without CS Hong Kong’s express written consent (which consent shall not be unreasonably withheld or delayed), with the exception of [**] and (ii) not directly or indirectly assist [**].
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PROTECTION OF THE BUSINESS 
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Related to PROTECTION OF THE BUSINESS

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

  • Condition of the Business (a) Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in Article V hereof (as modified by the Seller Schedules as supplemented or amended), and Purchaser acknowledges and agrees that, except for the representations and warranties contained therein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in Article V hereof (as modified by the Seller Schedules as supplemented or amended). Purchaser further represents that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, regarding Seller, the Purchased Assets, the Business or the transactions contemplated by this Agreement or as to the accuracy or completeness of any information not expressly set forth in this Agreement and neither Purchaser nor any of its Affiliates has relied on any such express or implied representation or warranty. Purchaser further agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its representatives or Purchaser’s use of, any such information, including any confidential memoranda distributed on behalf of Seller relating to the Business or other publications or data room information provided to Purchaser or its representatives, or any other document or information in any form provided to Purchaser or its representatives in connection with the sale of the Business and the transactions contemplated hereby. Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation.

  • Protection of the Environment 14.1 The Government and the Contractor recognise that Petroleum Operations will cause some impact on the environment in the Contract Area. Accordingly, in performance of the Contract, the Contractor shall conduct its Petroleum Operations with due regard to concerns with respect to protection of the environment and conservation of natural resources and shall in particular;

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Protection of Third Parties No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his agents will be concerned to enquire:

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • PROTECTION OF TEACHERS A. The Board recognizes its responsibility to give all reasonable support and assistance to teachers with respect to the maintenance of control and discipline in the classroom.

  • Protection of Intellectual Property 1. The Parties shall grant and ensure adequate, effective and non-discriminatory protection of intellectual property rights, and provide for measures for the enforcement of such rights against infringement thereof, counterfeiting and piracy, in accordance with the provisions of this Article, Annex VI and the international agreements referred to therein.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

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