CONDUCT OF. All grievances shall be heard by a single arbitrator unless the parties mutually agree to submit a grievance to a three-person arbitration Board.
CONDUCT OF. DEFENSE With respect to any Claim as to which an __________________ Indemnitee notifies an Indemnitor of the commencement thereof:
CONDUCT OF. Reseller Network and Each CompanySECTION 6.1. Conduct of Reseller Network and Each Company. From the date hereof until the Closing Date, Seller shall cause Reseller Network and each Company to conduct its businesses in the ordinary course consistent with past practice and to use its commercially reasonable efforts to preserve intact its business organizations, relationships with third parties and, except as set forth on Schedule 3.09(k) of the Seller Disclosure Letter, to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller will not permit Reseller Network or any Company to:
(a) adopt or propose any change in the certificate of incorporation or bylaws of any Company;
(b) merge or consolidate with any other Person or, except for purchases of inventory in the ordinary course of business consistent with past practices, acquire a material amount of assets from any other Person;
(c) sell, lease, license or otherwise dispose of any assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practice; or
(d) agree or commit to do any of the foregoing. Seller will not, and will not permit Reseller Network or any Company to, (i) take or agree or commit to take any action that would make any representation and warranty of Seller hereunder inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) knowingly omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
CONDUCT OF. RESELLER In performing this Agreement, Reseller shall: (a) conduct itself in an honest, professional, and ethical manner and comply with all applicable statutes, ordinances, and regulations; and
CONDUCT OF. ETC.
44.0 1 Tenant, recognizing that the Building has been developed and is being maintained as a location for an outstanding type ofbusiness occupancy, and as a special inducement to Landlord to enter into this Lease, covenants and agrees that at all times (a) Tenant's use of the Premises throughout the Term will be consistent with the character and dignity of the Building, (b) the business to be conducted at, through and from the Premises will be of first class quality and reputable in every respect, (c) (i) the sales methods employed in said business, as well as all other elements of merchandising, display and advertising, (ii) the appearance of the Premises (including the lighting and other appurtenances thereto), and (iii) the appearance and deportment of all personnel employed therein and the appearance, number, location, nature and subject matter of all displays and exhibits placed or installed in or about the Premises, and of any signs, lettering, announcements, or any other kinds of forms of inscriptions displayed in or about the Premises will be only such as meet with Landlord's reasonable approval, and ifat any time reasonably disapproved by Landlord, Tenant shall remove the basis for such disapproval in such manner and within such reasonable time as may be specified by Landlord in a written notice given by it to Tenant for such purpose.
CONDUCT OF. FRONTEER All sales, production and distribution of the Directories set out on Exhibit "A" shall be (1) continued and completed by Fronteer, (2) completed no later than the last day of the month immediately following the month of publication set out on Exhibit "A," and (3) continued and completed in the same manner as the last published editions of such Directories, including but not limited to, the number of Directories printed and distributed (as set out on Exhibit "A" or, where no number is set out, the number will be the same number of directories as printed and distributed during the immediately preceding calendar year), the distribution area, the pricing, the credit terms, the quality and size of print and paper, and the general production standards. Fronteer shall promptly pay all sales and production expenses for said editions of the Directories and for all prior editions of the Directories. Fronteer shall, at its cost, continue to provide all information, updates, data and telephone lines for audiotex service described in, related to or associated with any of the Directories for one year after the date each of the Directories is published, in the same manner as provided in the prior edition of each such directory. Fronteer will have the right to continue to use the audiotex equipment sold and transferred pursuant to this Agreement at no charge. If McLeod determines, in its sxxx xxscretion, that Fronteer has failed to complete all sales, production and distribution of the Directories and provision of all elements of audiotex service, as set out above, McLeod shall have, in xxxxtion to any other right it may have, the right to terminate this Agreement, declare this Agreement null and void and receive a full refund of any and all of the purchase price previously paid. Beginning on the date hereof, McLeod shall have the right xx xxnduct an investigation of Fronteer and its telephone directory business as McLeod deems necessary. Xxxnteer shall cooperate fully with McLeod in such investixxxxxx.
CONDUCT OF. During the period from the date of the Agreement and continuing until the Closing Date, Seller will, in respect of its conduct of the ARISB Business, and will cause its Affiliates to:
(i) use their respective best efforts to (i) carry on the ARISB Business in the usual, regular and ordinary course as presently conducted and consistent with past practice, (ii) keep the ARISB Business intact, (iii) keep available the services of the present employees of the ARISB Business, and (iv) use best efforts to maintain the goodwill associated with the ARISB Business, including but not limited to preserving the relationships of customers, suppliers and others having business dealings with the ARISB Business;
CONDUCT OF. OPERATIONS All decisions concerning methods, the extent, times., procedures, and techniques for any exploration, development, mining leaching, milling, processing, extraction, treatment, and the material to be introduced into the Property or produced therefrom, and all decisions concerning the sale or other disposition of Minerals (including, without limitation, decision as to buyers, times of sale, or whether to store or stockpile Minerals for a reasonable length of time without selling the same) shall be made by Grantee in its sole and make absolute discretion. Grantee shall not be responsible for, nor mining or processing of Minerals conducted pursuant to customary engineering practices, Grantee shall not be required to mine, or to preserve or protect in its mining operations, Minerals which under customary mining practices cannot be mined or shipped at a reasonable profit by Grantee at the time mined.
CONDUCT OF. Business Holdings has no other assets other than (i) the Capital Stock of Company and/or the Intermediate Holding Companies, (ii) as permitted as a result of permitted holding company activity contemplated pursuant to Section 6.11 and (iii) any Sand Purchase Documents to which it is a party. Holdings and its Subsidiaries are engaged only in the businesses permitted to be engaged in pursuant to Section 6.11.
CONDUCT OF. BusinessNeither the Borrower nor the Guarantor will conduct any of its business operations other than through the Borrower and its Subsidiaries; provided, however, that subject to Section 8.9, development activities may be conducted through Affiliates of the Borrower. No reorganizations, spin-offs or new business lines shall be established or occur without the prior written consent of the Majority Banks.
