Business Continuance Sample Clauses

Business Continuance. Except as contemplated by this Agreement or with the prior written consent of the Plan Support Parties and subject to applicable bankruptcy law, the Company covenants and agrees that, between the PSA Effective Date and the Effective Date, the Company shall continue to operate its businesses in accordance with its business judgment, and shall confer with the Plan Support Parties and their representatives, as reasonably requested, to report on operational matters and the general status of ongoing operations. Notwithstanding the generality of the foregoing, the Company and all of its direct and indirect subsidiaries shall, between the date hereof and the Effective Date, except as expressly contemplated by this Agreement or with the prior written consent of the Plan Support Parties and, subject to applicable bankruptcy law, use all commercially reasonable efforts consistent with the Restructuring to (a) continue to operate its businesses in material compliance with all applicable laws, rules and regulations, (b) preserve the relationships with the current customers, distributors, suppliers, vendors and others having business dealings with the Company, (c) maintain its physical assets, properties and facilities in their current working order, condition and repair as of the date hereof, ordinary wear and tear excepted, (d) not take any action, or omit to take any action, the intent of which is to cause the termination of its current officers, (e) perform all obligations required to be performed by the Company under any assumed executory contracts, (f) maintain its books and records on a basis consistent with prior practice, (g) xxxx for products sold or services rendered and pay accounts payable in a manner consistent with past practice, (h) maintain all insurance policies required, or suitable replacements therefor, in full force and effect through the close of business on the Effective Date, (i) not encumber nor enter into any material new leases, licenses or other use or occupancy agreements for real property or any part thereof, (j) timely pay any and all required material fees and taxes with respect to patents (if any), patent applications (if any), any trademark applications and any registered trademarks, and (k) not enter into any agreement with any labor union or labor organization, including but not limited to any collective bargaining agreement, except as required by applicable law.
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Business Continuance. Unless otherwise consented to in writing by the Required Supporting Second Lien Lenders, and except for changes resulting from or relating to the filing of the Chapter 11 Cases or imposed by the Bankruptcy Court, the Debtors agree that, between the date of this Agreement and the Effective Date, the Debtors shall (i) operate their businesses in the ordinary course in a manner consistent with past practice in all material respects; (ii) use commercially reasonable efforts to preserve relationships with current customers, distributors, suppliers, vendors, and others having business dealings with the Debtors, including the performance of all material obligations under any executory contracts which have not been rejected; (ii) maintain and insure their physical assets, properties, and facilities in their current condition as of the date hereof (ordinary wear and tear excepted); and (iii) maintain the Debtors’ books and records on a basis consistent with prior practice, including historical billing and collection practices.
Sample 1
Business Continuance. Except as contemplated by this Agreement or with the prior written consent of the Majority Second Lien Holders and the Required First Lien Holders, and subject to applicable bankruptcy or non-bankruptcy law, the Company covenants and agrees that, between the date hereof and the Consummation Date, the MACH Gen Entities shall continue to operate their businesses in accordance with their past practices and on the terms and conditions set forth in the 13-week cash flow attached hereto as Exhibit J (the “Budget”). The Company shall only be permitted to amend, modify, or revise the Budget with the express written consent of the Required First Lien Holders and Majority Second Lien Holders.
Sample 1
Business Continuance. Except as contemplated by this Agreement or with the prior written consent of a Majority of Consenting Noteholders, the Company covenants and agrees that, between the date hereof and the Effective Date, the Company shall operate its businesses in the ordinary course in a manner consistent with past practice in all material respects (other than any changes in operations resulting from or relating to the filing of the Chapter 11 Cases or imposed by the Bankruptcy Court). Subject to the entry of any Consenting Noteholder and no more than a total of three sets of legal advisors (which shall include Akin Gump Xxxxxxx Xxxxx & Xxxx LLP) and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc., acting on behalf of one or more of the Consenting Noteholders (each, a “Representative”) into a confidentiality agreement reasonably acceptable to the Company,1 at the reasonable request and upon reasonable notice of one or more such Consenting Noteholders or advisors, the Company also agrees to respond to reasonable requests from such Representatives (each of whom shall be bound by a confidentiality agreement with the Company) and provide reasonable access to the Company’s senior management personnel regarding _________________________ 1 For the avoidance of doubt, any confidentiality agreement entered into by the Company and counsel and/or an advisor to the Consenting Noteholders in connection with the negotiation of the Restructuring shall be deemed acceptable to the Company. CH1 4688554v.9 the Company’s business, the Chapter 11 Cases, the general status of ongoing operations and operating results of the Company during normal business hours and at other reasonable times in a manner that does not unreasonably interfere with the normal business operations of the Company. Further, except as expressly contemplated by this Agreement and except for changes resulting from or relating to the filing of the Chapter 11 Cases or imposed by the Bankruptcy Court, the Company will continue (i) using commercially reasonable efforts to preserve the relationships with current customers, distributors, suppliers, vendors and others having business dealings with the Company, including but not limited to the performance of all material obligations under any executory contracts which have not been rejected and compliance with historical billing practices, (ii) maintaining and insuring its physical assets, properties and facilities in their current working order, condition and repair as of the date here...
Sample 1
Business Continuance. Except as contemplated by this Support Agreement or with the consent of the Majority Participating Creditors, the GateHouse Parties covenant and agree that, between the date hereof and the Plan Effective Date, the GateHouse Parties shall operate their businesses in the ordinary course in a manner consistent with past practice in all material respects (other than any changes in operations (i) resulting from or relating to the Plan or the proposed or actual filing of the Chapter 11 Cases or (ii) imposed by the Bankruptcy Court).
Sample 1

Related to Business Continuance

  • Business Continuity Registry Operator shall maintain a business continuity plan, which will provide for the maintenance of Registry Services in the event of an extraordinary event beyond the control of the Registry Operator or business failure of Registry Operator, and may include the designation of a Registry Services continuity provider. If such plan includes the designation of a Registry Services continuity provider, Registry Operator shall provide the name and contact information for such Registry Services continuity provider to ICANN. In the case of an extraordinary event beyond the control of the Registry Operator where the Registry Operator cannot be contacted, Registry Operator consents that ICANN may contact the designated Registry Services continuity provider, if one exists. Registry Operator shall conduct Registry Services Continuity testing at least once per year.

  • Effective Date; Duration; Continuance (a) This Agreement shall become effective on January 1, 2020. (b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. (c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.

  • Conversion and Continuance Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

  • Salary Continuance The Employer will continue the salary and benefits coverage of an Employee who is granted leave without pay in accordance with Article 13.01 and will bill the relevant Union for the Employee’s salary. If the leave extends beyond three calendar months, the Employer will, from that point, bill the relevant Union 1.2 times the Employee’s salary until the leave is concluded.

  • Business Continuity Planning Supplier shall prepare and maintain at no additional cost to Buyer a Business Continuity Plan (“BCP”). Upon written request of Buyer, Supplier shall provide a copy of Supplier’s BCP. The BCP shall be designed to ensure that Supplier can continue to provide the goods and/or services in accordance with this Order in the event of a disaster or other BCP-triggering event (as such events are defined in the applicable BCP). Supplier’s BCP shall, at a minimum, provide for: (a) the retention and retrieval of data and files; (b) obtaining resources necessary for recovery, (c) appropriate continuity plans to maintain adequate levels of staffing required to provide the goods and services during a disruptive event; (d) procedures to activate an immediate, orderly response to emergency situations; (e) procedures to address potential disruptions to Supplier’s supply chain; (f) a defined escalation process for notification of Buyer, within two (2) business days, in the event of a BCP-triggering event; and (g) training for key Supplier Personnel who are responsible for monitoring and maintaining Supplier’s continuity plans and records. Supplier shall maintain the BCP and test it at least annually or whenever there are material changes in Supplier’s operations, risks or business practices. Upon Xxxxx’s written and reasonable request, Supplier shall provide Buyer an executive summary of test results and a report of corrective actions (including the timing for implementation) to be taken to remedy any deficiencies identified by such testing. Upon Xxxxx’s request and with reasonable advance notice and conducted in such a manner as not to unduly interfere with Supplier’s operations, Supplier shall give Buyer and its designated agents access to Supplier’s designated representative(s) with detailed functional knowledge of Supplier’s BCP and relevant subject matter.

  • Business Continuity Plan The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.

  • Continuance The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.

  • Business Continuity and Disaster Recovery Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.

  • BUSINESS CONTINUITY/DISASTER RECOVERY In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”

  • Management and Operation of Business Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

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