AOLTW Broadband Interim Operations Sample Clauses

AOLTW Broadband Interim Operations. Except as set forth in the AOLTW Disclosure Letter or as otherwise expressly contemplated by a Transaction Agreement, without the prior written consent of AT&T (which shall not be unreasonably withheld), from the date hereof until the Closing, AOLTW shall cause each of the AOLTW Broadband Members and the AOLTW Broadband Business to conduct its business in all material respects in the ordinary course of business consistent with past practice, including (a) using reasonable efforts to: (i) preserve intact its present business organization; (ii) maintain its cable plant and facilities; (iii) maintain in effect all material Authorizations from Governmental Authorities, including all material licenses and permits that are required for the AOLTW Broadband Group or any AOLTW Broadband Member to conduct its business; and (iv) preserve existing relationships with its material lenders, suppliers, customers and others having material business relationships with it (it being understood that actions addressed and expressly permitted in the remainder of this Section 6.1 shall be deemed not to violate the requirements of this sentence); (b) incurring capital expenditures in the ordinary course consistent with past practice and with respect to the remainder of the fiscal year 2002 so that the aggregate capital expenditures incurred for fiscal year 2002 is not less than 90% of the aggregate amount budgeted for such fiscal year and (c) granting options only in the ordinary course of business consistent with past practice. Except as set forth in the AOLTW Disclosure Letter or as otherwise expressly contemplated hereby or by any of the other Transaction Agreements, from the date hereof until the Closing, without the prior written consent of AT&T (which shall not be unreasonably withheld), AOLTW shall not permit any AOLTW Broadband Member to:
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AOLTW Broadband Interim Operations. 48 6.2 Debt............................................50 6.3
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Related to AOLTW Broadband Interim Operations

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Business Operations Company and Shareholders shall operate the Business and use the Assets in the ordinary course. Company and Shareholders shall not enter into any lease, contract, indebtedness, commitment, purchase or sale or acquire or dispose of any capital asset relating to the Business or the Assets except in the ordinary course of business. Company and Shareholders shall use their best efforts to preserve the Business and Assets intact and shall not take any action that would have an adverse effect on the Business or Assets. Company and Shareholders shall use their best efforts to preserve intact the relationships with payors, customers, suppliers, patients and others having significant business relations with Company. Company and Shareholders shall collect its receivables and pay its trade payables in the ordinary course of business. Company and Shareholdes shall not introduce any new method of management, operations or accounting.

  • Merger and Integration Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

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