Required Conduct. As per 43 TAC §10.101, Subrecipients are required to:
Required Conduct. Indemnification is permissible under this Section only if (i) the subject party conducted himself in good faith, (ii) the subject party reasonably believed that his conduct was in or at least not opposed to the Company’s best interest; and (iii) in the case of a criminal proceeding, the subject party had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, demonstrative or sufficient to create a presumption that the individual did not meet the standard of conduct described in this subsection.
Required Conduct. (a) You must not change:
Required Conduct. The University of North Carolina at Chapel Hill (“UNC-CH”), the University of North Carolina School of Medicine (the “School of Medicine”), and the University of North Carolina Health Care System (“UNC Health” and, together with UNC-CH and the School of Medicine, the “UNC Entities”), shall:
Required Conduct. At all times during the period commencing upon the date hereof and terminating upon the latest to occur of the Florida Second Closing and the Georgia Second Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 9.1, except to the extent the Purchasers shall otherwise consent in writing or shall take actions at variance pursuant to the Management Agreement, the Seller Companies shall conduct the operations of the Business and operate the Purchased Assets in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, each Seller Company shall, pursuant and subject to the terms of the Management Agreement, prior to the First Closing or the applicable Second Closing, as the case may be:
Required Conduct. If a force majeure event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if: that party uses reasonable efforts to perform those obligations; and that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event; and that party complies with its obligations under this section.
Required Conduct. At all times prior to the Closing, unless Certegy shall otherwise consent in writing, Netzee shall conduct the operations of the Business in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, Netzee shall: (i) use commercially reasonable efforts to maintain its corporate existence; (ii) use commercially reasonable efforts to preserve intact the Purchased Assets and the Business; (iii) use commercially reasonable efforts to retain all related Business Licenses; (iv) use commercially reasonable efforts to preserve its present relationships with customers, suppliers and others having business relations with the Business; (v) maintain the Assigned IP in a manner consistent with past practice; (vi) use commercially reasonable efforts to maintain the books, accounts and records of the Business in the ordinary course of business consistent with past practice; (vii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Purchased Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (viii) comply in all material respects with all Material Business Contracts and any other obligations under Contracts to be included as an Assumed Liability, for so long as such Contracts have not expired or been terminated by any party thereto; (ix) comply in all material respects with applicable Law including, without limitation, with respect to any conduct of Netzee relating to the Transferred Employees; (x) pay all trade payables (other than those contested in good faith by appropriate proceedings) in accordance with their terms and consistent with past practice; (xi) use commercially reasonable efforts to update representatives of Certegy from time to time regarding the general status of the Business; (xii) use commercially reasonable efforts to notify Certegy of any emergency or other material change in the normal course of the operation of the Business; and (xiii) notify Certegy of any Governmental Order or third party complaints or investigations threatened or commenced against Netzee (or communications indicating that such action may be contemplated).
Required Conduct. From the date of this agreement up to and including the Implementation Date, Target must, and must procure that each other member of the Target Group:
Required Conduct. The following conduct is REQUIRED of all MBTA Transit Officers and civilian employees (as noted): {26.1.1
Required Conduct. At all times prior to the Closing, the Chex Entities shall operate the Business in the ordinary course and consistent with past practices. Without limiting the foregoing, the Chex Entities shall: (i) maintain their corporate existence; (ii) preserve the organization of the Business intact; (iii) use their ordinary efforts to preserve intact the goodwill of the Business; (iv) retain all related Business Licenses; (v) preserve the existing contracts and goodwill of the customers, suppliers, personnel and others having business relations with the Business; (vi) protect and maintain the Intellectual Property and Proprietary Rights of the Business; (vii) maintain the books, accounts and records of the Business in the usual, regular and ordinary manner; (viii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (ix) comply with all Material Business Contracts and any other obligations under Contracts included as an Assumed Liability; (x) comply with applicable Law including all Laws that apply to Transferred Employees; (xi) cause the Transferred Employees to fully vest in their respective Benefit Plans or accounts with the Chex Entities on the Closing Date; and (xii) pay all trade payables (other than those contested in good faith by appropriate proceedings) consistent with past practice.
