Company Operations. The time of Check In at the Pilot’s Base to Check Out at the Pilot’s Base.
Company Operations. The Company shall duly and punctually perform its obligations under this Agreement, the Notes, and each of the other Financing Documents to which it is a party. The Company shall conduct its operations on the basis of customary commercial practice and arm's-length arrangements, with due diligence and efficiency and under the supervision of qualified and experienced management. The Company shall repair, replace and protect each of its assets to the extent required so that its business can be conducted properly at all times.
Company Operations. Pioneer Omega shall procure:
(a) that unless applicable law for the time being in force otherwise requires, the Company will at all times carry out the Project in accordance with the project description which is contained in the Letter of Information (subject to any modifications which IFC may agree) and in accordance with the Policy Statements adopted by the Board of Directors of the Company and the Board of Directors of the Subsidiaries;
(b) that the proceeds of the first and second IFC subscriptions shall be applied exclusively to the Project; and
(c) that IFC shall have the right to receive and comment on the proposed annual (and any interim) budgets prepared for the Company and any Subsidiary, and the Company and Pioneer Omega hereby agree to accept all reasonable requests by IFC for changes to any such budgets.
Company Operations. Prior to the Closing, other than as set forth on Schedule 4.10 of the Schedules and other than the Subscription Agreements and the PSA, the Company and its Subsidiaries do not have any assets, liabilities, employees, Benefit Plans, or operating history.
Company Operations. The Borrower shall duly and punctually perform its obligations under this Agreement, the Notes, and each of the other Financing Documents to which it is a party and shall cause IL to duly and punctually perform its obligations under each of the Financing Documents to which it is a party. The Borrower shall, and shall cause IL to, conduct its operations on the basis of customary commercial practice and arm’s-length arrangements, with due diligence and efficiency and under the supervision of qualified and experienced management. The Borrower shall, and shall cause IL to, repair, and/or replace and protect each of its assets in accordance with prudent industry practice so that its business can be conducted properly at all times.
Company Operations. The day-to-day business operations of the Company following Closing and prior to Bxxxx’s payment of the Closing Payment shall be managed and directed by Bxxxx Xxxxxx consistent with the Company’s ordinary course of business, including all decisions concerning operations, employment matters, procurement, and sales activities. Bxxxx Xxxxxx shall have sole signatory authority to bind the Company. Notwithstanding the foregoing, Bxxxx Xxxxxx shall be required to make regular reports to the board of directors of Buyer or such other person or persons as the Buyer may select and work in good faith to coordinate the Company’s activities and decision making. Until the later to occur of (a) the Closing Payment, and (b) the State of Florida approving the change of ownership prescription drug wholesale distribution application number 4121, the Company shall not be integrated in any manner into Buyer or any of its Affiliates, shall maintain distinct financial statements and bank accounts and shall not distribute any amounts to any members.
Company Operations. 4 ------------------ Section 3.04. Insurance, Auditors ...................................... 4 ------------------- Section 3.05. Reports .................................................. 5 -------
Company Operations. During the Earnout Periods, (i) the compensation and benefits of the Company’s employees shall be managed and structured in accordance with the Company’s historical business practices, and any increases in compensation of the Company’s employees to reflect appropriate upward adjustments relating to Purchaser’s employee benefits (in the aggregate), shall be appropriately reflected at the Closing, and (ii) no direct and indirect selling expenses or general and administrative expenses of Purchaser shall be allocated to the Company, unless set forth in Exhibit 5 attached hereto or otherwise agreed to in writing by the Purchaser and the Agent.
Company Operations. It is contemplated that the operations of the ------------------ Company shall be conducted through wholly-owned Subsidiaries. However, certain documents executed, or to be executed, in connection with the Closing (including, without limitation, the Stockholders' Agreement, the Network Membership License Agreement, the Roaming Agreement and the Resale Agreement) provide that the Company shall enter into agreements or conduct the Company's operations. Notwithstanding the foregoing, the parties acknowledge and consent that one or more of the Company's Subsidiaries have entered, or may enter, into such agreements or conduct such operations. The parties hereto consent to such Subsidiaries entering into such agreements or conducting such operations on the condition that (i) such Subsidiaries shall at all times be direct or indirect wholly-owned Subsidiaries of the Company, and (ii) the Company shall cause such wholly-owned Subsidiaries to perform the obligations and conduct such operations of the Company or such wholly-owned Subsidiaries, as the case may be, required to be performed or conducted by the Company or such wholly-owned Subsidiaries, as the case may be, under such agreements.
Company Operations. So long as the Security Interest of Seller remains in effect there shall be no intercompany transfer of assets, liabilities or other obligations without the express written consent of the Board of the Company. There shall be no assessment of the Buyer’s corporate overhead or other expenses against the Company during such period. Further, the Company’s bonding, customer deposits and loan agreements impose fiduciary obligations on the Company to maintain adequate cash and other working capital to meet the obligations of the Company. Buyer will respect these fiduciary obligations and not seek to transfer cash and other liquid assets out of the Company to the extent that these obligations are breached or the working capital needs of the Company are impaired.