CONDUCT BETWEEN EXCHANGE AND COMPLETION Sample Clauses

CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that it shall procure that between the date of this Agreement and Completion or the earlier termination of this Agreement in accordance with its terms, each of the members of the CCPH Group shall comply with the Pre-Completion Undertakings to the extent set out in Schedule 3 (Pre-Completion Undertakings).
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes to the Buyer that from the date of this Agreement to Completion, it shall, so far as it is able, procure that the Company shall not create, or agree to create, any Encumbrance over the Business or any asset of the Company.
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that, between the Execution Date and the earlier of Completion or termination of this Agreement, it shall comply with, and shall procure that each other member of the Seller’s Group and each member of the Astra Tech Group shall comply with, the provisions set out in schedule 6, save with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) or as expressly permitted under this Agreement or another Transaction Document.
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and its Subsidiary shall carry on business in the normal course. 2. The Company and its Subsidiary shall not: (a) dispose of any material fixed assets used or required for the operation of its business; or (b) allot or agree to allot any shares or other securities or options in respect of shares or securities, repurchase, redeem or agree to repurchase or redeem any of the shares; or (c) pass any shareholder resolution; or (d) enter into, modify or agree to terminate any Material Contract (as defined in paragraph 13 of Part 1 of Schedule 4); or (e) incur any capital expenditure on any individual item in excess of (pound)10,000; or (f) borrow any sum other than amounts borrowed in the ordinary course of business and available to it at the date of this agreement; or (g) enter into any lease, lease hire or hire purchase agreement or agreement for payment on deferred terms; or (h) pay any dividend or make any other distribution of its assets; or (i) make, or agree to make, material alterations to the terms and conditions of employment (including benefits) of any of its directors, officers or employees; or (j) dismiss any of its senior employees or offer a contract of employment to any person at an annual salary (including any bonus package) of more than (pound)20,000; or (k) create any Encumbrance over any of its assets or its undertaking; or (l) institute, settle or agree to settle any legal proceedings relating to its business, except debt collection in the normal course of business; or (m) grant, modify, agree to terminate or permit the lapse of any Intellectual Property Rights or enter into any agreement relating to any such rights; or (n) pay any management charge to the Vendor; or (o) incur any liability to the Vendor, other than trading liabilities incurred in the normal course of business; or (p) enter into any (or modify any subsisting) agreement with any trade union or any agreement that relates to any works council; or (q) vary the terms on which it holds any of the Properties or settle any rent review; or (r) make any material change to the accounting procedures or principles by reference to which its accounts are drawn up. 3. The Company or its Subsidiary may do anything falling within paragraph 2 of this Schedule 3 if the Purchaser has given its prior written consent (which shall not be unreasonably withheld or delayed). 4. The Company and its Subsidiary shall maintain in force insurance policies: (a) that have limits of indemnity a...
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers undertake that they shall procure that between the date of this Agreement and Completion, except with the prior written consent of the Purchasers (such consent not to be unreasonably withheld or delayed), each of the Companies and the Subsidiaries shall:
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. (a) Schedule 4, Part 1 (b) Schedule 4, Part 2
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers shall procure that the Business shall be conducted in the manner provided in this Part of this Schedule 4 from the date of this agreement to Completion.
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 4.1 The Company undertakes that it shall and each Key Seller severally undertakes that he shall procure (to the extent able to do so using his reasonable endeavours) that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from Xxxx Xxxxxxxx, Xxx XxXxxxx and/or Xxxx Xxxxxx only), each of the Group Companies shall comply with Schedule 4, Part 1 (Acts requiring Buyer's consent). 4.2 The Company undertakes that it shall and each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from Xxxx Xxxxxxxx, Xxx XxXxxxx and/or Xxxx Xxxxxx only), comply with Schedule 4, Part 2 (Preservation of the business). 4.3 Each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that each of the Minority Sellers shall execute the Minority SPA prior to Completion. Without prejudice to any other provisions of this Agreement, the Key Sellers shall procure that the Key Sellers' Representative shall issue the Drag Notice, on behalf of the Majority Sellers, to each of the Minority Sellers as soon as reasonably practicable after the date of this Agreement and, in any event, at least five Business Days prior to the Completion Date. 4.4 The Buyer hereby agrees to respond to a written request (which expressly states that it is a written request for the Buyer's consent in accordance with Clause 4.1 or 4.2, and Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. which is accompanied by all such information and documentation as is reasonably required and necessary for the Buyer to make a reasonably informed and accurate assessment of the matter for which consent is sought) received from the Key Sellers' Representative (including by email notification) as soon as reasonably practicable and in any event within 5 Business Days of receipt of such request and if no response is received from the Buyer within those 5 Business Days, then consent will automatically be deemed to have been given in res...
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and the Subsidiaries shall carry on business in the normal course. 2. The Company and each of the Subsidiaries shall not without the written consent of the Buyer such consent not to be unreasonably withheld or delayed:
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Related to CONDUCT BETWEEN EXCHANGE AND COMPLETION

  • Deemed Compliance with Proposition 65 The Parties agree that compliance by Xxxxxxxx with this Settlement Agreement constitutes compliance with Proposition 65 with respect to exposure to DEHP from use of the Products.

  • Investment Analysis and Implementation In carrying out its obligations under Section 1 hereof, the Advisor shall: (a) supervise all aspects of the operations of the Funds; (b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Funds, and whether concerning the individual issuers whose securities are included in the assets of the Funds or the activities in which such issuers engage, or with respect to securities which the Advisor considers desirable for inclusion in the Funds' assets; (c) determine which issuers and securities shall be represented in the Funds' investment portfolios and regularly report thereon to the Board of Trustees; (d) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees; and (e) take, on behalf of the Trust and the Funds, all actions which appear to the Trust and the Funds necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities for the Funds.

  • Proposed Policies and Procedures Regarding New Online Content and Functionality By October 31, 2017, the School will submit to OCR for its review and approval proposed policies and procedures (“the Plan for New Content”) to ensure that all new, newly-added, or modified online content and functionality will be accessible to people with disabilities as measured by conformance to the Benchmarks for Measuring Accessibility set forth above, except where doing so would impose a fundamental alteration or undue burden. a) When fundamental alteration or undue burden defenses apply, the Plan for New Content will require the School to provide equally effective alternative access. The Plan for New Content will require the School, in providing equally effective alternate access, to take any actions that do not result in a fundamental alteration or undue financial and administrative burdens, but nevertheless ensure that, to the maximum extent possible, individuals with disabilities receive the same benefits or services as their nondisabled peers. To provide equally effective alternate access, alternates are not required to produce the identical result or level of achievement for persons with and without disabilities, but must afford persons with disabilities equal opportunity to obtain the same result, to gain the same benefit, or to reach the same level of achievement, in the most integrated setting appropriate to the person’s needs. b) The Plan for New Content must include sufficient quality assurance procedures, backed by adequate personnel and financial resources, for full implementation. This provision also applies to the School’s online content and functionality developed by, maintained by, or offered through a third-party vendor or by using open sources. c) Within thirty (30) days of receiving OCR’s approval of the Plan for New Content, the School will officially adopt, and fully implement the amended policies and procedures.

  • Project Implementation The Borrower shall:

  • NEGOTIATING PROCEDURES 1. Prior to the time set for entering into the process for negotiations, the Board through the Superintendent, and the Association, through its President, shall each designate in writing the names of not more than seven persons who shall serve on their respective negotiating teams and be responsible for negotiations pursuant to the provisions of this Agreement. Each party shall also designate the person on its team who will be the chief negotiator. If either party finds it necessary to change members of the team during negotiations, the party shall so inform the other party in writing, each party agreeing to keep changes as minimal as possible. 2. Negotiation meetings shall be closed to all except the Association and the Board designated negotiations team members and consultants. 3. Negotiation meetings will be conducted at the times and places mutually agreeable to the negotiators named by each party. A maximum time limit of two hours will be set for each session; however, an extension of time may be taken, if such extension is mutually agreeable to both teams. Any emergency meeting can be called by mutual consent of the spokesperson of both teams. 4. Negotiation meetings shall be scheduled at times which will not interfere with the teacher work day and the education program. 5. The requests for negotiations by the Association or by the Board of Education shall be in writing. The written requests shall be submitted by the President of the Association to the Superintendent, or by the Board of Education to the President of the Association, no later than April 1st of each year. 6. When using non-collaborative bargaining, the Association and the Board of Education will submit their packages of proposals to be negotiated by April 1st with the first meeting to be held no later than May 1st. However, when collaborative bargaining is being utilized, both parties will come to an agreement upon the date for beginning negotiations. At this meeting, proposals and/or issues requested for negotiations shall be within the scope of negotiable items as previously set forth. 7. Each team is responsible for the disposal of its' own respective proposals and/or issues in one of the following methods: a. Agreement on the item b. Agreement to withdraw the item c. Sending the item to impasse In case of collective bargaining, all non-monetary items shall be disposed of by June 15. By mutual agreement of both teams, the June 15 date may be altered by written notification. In the case of either collective or collaborative bargaining, all items shall be disposed no later than the first day of school. By mutual agreement, all timelines may be extended. 8. Tentative agreements reached as a result of such negotiations shall be reduced to writing to be presented to the Association for ratification. Following such ratification, the agreements shall be presented to the Board for ratification. The Board shall act upon the agreements within two regular board meetings following Association ratification. Upon ratification and after necessary action by the Board, terms of the agreement shall be implemented. The Board recognizes that wages, hours, fringe benefits and terms and conditions of employment are negotiable items and such negotiated items will not be changed except through the negotiations process as outlined in this agreement. 9. Negotiations shall begin upon the first meeting between the duly appointed teams. 10. All negotiation items sent to impasse by the respective teams shall be sent to fact-finding as a package at the conclusion of discussions.

  • Implementation of the Report 1. The Panel report shall be final and binding on the disputing Parties. 2. If the report issued by the Panel determines that a Party has not conformed with its obligations under this Agreement, the Party complained against shall eliminate the non- conformity. 3. The Party complained against shall comply with the recommendation of the Panel promptly or, if not practicable, within a reasonable period of time. The Parties shall agree on reasonable period of time within 30 days of the notification of the report of the Panel. In any case, such reasonable period of time shall not exceed 300 calendar days after the release of the report.

  • Public Posting of Approved Users’ Research Use Statement The PI agrees that information about themselves and the approved research use will be posted publicly on the dbGaP website. The information includes the PI’s name and Requester, project name, Research Use Statement, and a Non-Technical Summary of the Research Use Statement. In addition, and if applicable, this information may include the Cloud Computing Use Statement and name of the CSP or PCS. Citations of publications resulting from the use of controlled-access datasets obtained through this DAR may also be posted on the dbGaP website.

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

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