Conduct during Transition Period Sample Clauses

Conduct during Transition Period. The Company will and will cause other Group Companies to, during the Transition Period, carry on their business in the ordinary course of business and consistent with past practices. Without limiting the foregoing, during the Transition Period, the Company will not, and will cause other Group Companies not to, take any of the following actions unless (a) such action has been Disclosed or is otherwise expressly permitted under the terms of any Transaction Agreement and any agreements referred to therein (including the Strong Petro SPA, the Sixth Energy SPAs and the Caspian Transaction Agreements), or (b) the Company has obtained the prior written consent of PEDCO (such consent not to be unreasonably withheld or delayed): (a) any assignment, sale, disposition or transfer of any material assets of any Group Company; (b) any material change in the business scope of any Group Company; (c) any material change or amendment to the Subsurface Use Contracts; (d) the creation, grant or issuance of any equity securities or participating interests by the Company; (e) any redemption or repurchase by the Company of any debt or equity securities or participating interests of the Group Company; (f) change in any rights attaching to any securities or participating interests issued by a Group Company or granting of any right to the holders of any securities or participating interests issued by a Group Company, or creating or allowing to be created any Encumbrance over any participating interest in a Group Company in favour of a Person other than a Group Company other than the transactions contemplated under the Caspian Transaction Agreements; (g) any declaration, setting aside or payment of any dividend or other distribution to the participating interest holders of the Company; (h) incur any additional Indebtedness in excess of United State Dollars Ten Millions Dollars (US$ 10,000,000) by any Group Company (it being acknowledged by the Parties that an advance made or to be made by the Company or Groenzee to Caspian, Aral or any other Group Company shall not be deemed to be additional Indebtedness for the purpose of this provision); (i) create any Encumbrance over any material asset of the Company or Groenzee or the giving by the Company or Groenzee of any guarantee or indemnity in respect of any obligation of any Person (other than its Subsidiaries); (j) grant or agree to grant any loan (other than under any of the Existing Shareholder Loan Agreement, the Groenzee Loan Agree...
Sample 1
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Conduct during Transition Period. During the Transition Period, except as otherwise provided for in this Agreement or as Abboxx xxxll otherwise consent (which consent shall not be unreasonably withheld), i-STAT covenants and agrees that, with respect to the Business, i-STAT shall: (a) not enter into any transaction that would reasonably be expected to affect the Business adversely; (b) not amend any Third Party Agreements in any respect that would affect adversely i-STAT's rights thereunder, or terminate any of the Third Party Agreements, other than in accordance with the terms of such agreements for breach, or default in the performance of any covenant or obligation thereunder which default is not cured within any applicable grace period; (c) continue its pricing and sales practices substantially in accordance with i-STAT's past practices, and in accordance therewith, not offer any financial terms or incentives to any customers to purchase i-STAT Products more favorable than the average cash discount or payment terms as offered by i-STAT between January 1, 1998 through June 30, 1998; (d) not enter into any contract providing for any license, sale, assignment or otherwise transfer any rights or grant any covenant not to sue xxxh respect to any i-STAT (e) continue the customer service hotline and order entry function with respect to the Business at the same level of service as provided by i-STAT between January 1, 1998 through June 30, 1998; and (f) other than in the ordinary course of business, not enter into any agreement with any Third Party for the sale or resale of i-STAT Products or offer any rebates or other agreements related to i-STAT Products, unless i-STAT first obtains Abboxx'x xxxor written consent. If Abboxx xxxnts such consent, then such agreement shall be added as a Third Party Agreement.
Sample 1

Related to Conduct during Transition Period

  • Employee leaving during notice period An employee given notice of termination in circumstances of redundancy may terminate their employment during the period of notice. The employee is entitled to receive the benefits and payments they would have received under this clause had they remained in employment until the expiry of the notice, but is not entitled to any payment in lieu of any remaining notice.

  • Time off during notice period During the period of notice of termination given by the employer, an employee shall be allowed up to one day's time off without loss of pay for the purpose of seeking other employment. This time off shall be taken at times that are convenient to the employee after consultation with the employer.

  • Employee Leaving During Notice An employee whose employment is to be terminated for reasons set out in this clause may terminate employment during the period of notice and, if so, shall be entitled to the same benefits and payments under this clause had the employee remained with the employer until the expiry of such notice. This is with the provision that in such circumstances the employee shall not be entitled to payment instead of notice.

  • Outside Activities During Employment Except with the prior written consent of the Board, you will not during the term of your employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties hereunder. You agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Union Activity During Working Hours Solicitation of Union membership or collection or checking of dues will not be conducted during working time. The Company agrees not to discriminate in any way against any employee for Union activity, but such activity shall not be carried on during working time, except as specifically allowed by the provisions of this Agreement.

  • License Period a. The License is hereby granted in favour of the Licensee for a total period of 15 (fifteen) years from the Commencement Date subject to unless otherwise terminated by Maha-Metro or surrendered by the Successful Bidder/Licensee, in term of provisions of License Agreement. b. The tenure of License Agreement shall commence from the date of handing over of the property business space. c. Tenure of the License Period of any additional space handed over subsequently shall be co- terminus with above period irrespective of date of actual handing over for such additional space. d. There shall be a lock in period of five (05) years from the date of commencement of agreement/ handing over of licensed space. e. Licensee shall have option to exit from the License Agreement immediately after completion of lock in period of 5 (Five) years. For it, Licensee shall have to issue 180 days prior notice to Maha-Metro. Such prior notice intimation can be given after four and half (4 ½) years however option to exit will be available only after five (05) years. f. At no time during the license tenure, the Licensee shall be allowed to surrender partial Licensed Space which has been handed over to the Licensee by Maha-Metro. g. At the end of License period or in the event of termination of this agreement prior to completion of license tenure, for any reason whatsoever, all rights given under this License Agreement shall cease to have effect and the premises shall revert to Maha-Metro, without any obligation to Maha-Metro to pay or adjust any consideration or other payment to the Licensee. h. The tenure shall be inclusive of fitment period as applicable for the tendered space. i. On completion/ termination of License Agreement, the Licensee shall hand over the space with normal wear & tear. The Licensee shall be allowed to remove its assets like temporary structure, furniture, almirahs, air-conditioners, DG sets, equipments, etc. without causing damage to the existing structure. However, the Licensee shall not be allowed to remove any facility, equipment, fixture, etc. which has become an integral part of the development plan of the space. j. At the end of the License Period or sooner determination of this Agreement for any reason whatsoever all rights given under this License Agreement shall cease to have effect and the Licensed Area with all the furniture and fixtures and other assets permanently attached to the Licensed Area shall revert to Maha-Metro without any obligation on part of Maha-Metro to pay or adjust any consideration or other payment to the Licensee. The Licensee voluntarily gives Maha-Metro the right to seal the said Licensed Space(s) and remarket the same as part on its discretion upon Termination of this Agreement. No claim, compensation or damages will be entertained by Maha-Metro on this account.

  • Withdrawals during Concession Period 27.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) all payments relating to construction of the Project, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; (c) O&M Expenses, subject to the ceiling, if any, set forth in the Financing Agreements; (d) O&M Expenses and other costs and expenses incurred by the Authority in accordance with the provisions of this Agreement, and certified by the Authority as due and payable to it; (e) Concession Fee or Annual Concession Fee, as the case may be, due and payable to the Authority; (f) monthly proportionate provision of Debt Service due in an Accounting Year; (g) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (h) monthly proportionate provision of debt service payments due in an Accounting Year in respect of Subordinated Debt; (i) any reserve requirements set forth in the Financing Agreements; and (j) balance, if any, in accordance with the instructions of the Concessionaire. 27.3.2 The Concessionaire shall not in any manner modify the order of payment specified in Clause 27.3.1, except with the prior written approval of the Authority.

  • Refund During Cooling-Off Period The PEI will provide the Student with a cooling-off period of seven (7) working days after the date that the Contract has been signed by both parties. The Student will be refunded the highest percentage (stated in Schedule D) of the fees already paid if the Student submits a written notice of withdrawal to the PEI within the cooling-off period, regardless of whether the Student has started the course or not.

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