Conduct of Parties Sample Clauses

Conduct of Parties. (a) After the date of this Agreement and prior to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as required by applicable Law, (ii) as otherwise expressly required by this Agreement or (iii) as consented to by Parent (in the case of NAP) or NAP (in the case of Parent) in writing (in each case, which written consent will not be unreasonably withheld, delayed or conditioned), each of NAP and Parent will, and each agrees that it will cause each of the NAP Group Entities (in the case of NAP) or each of the Parent Group Entities (in the case of Parent) to (A) conduct its business, in all material respects, in, the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationship with it and retain the services of its present officers and key employees, and (C) use commercially reasonable efforts to keep in full force and effect all material permits all material insurance policies maintained by such Party and its Subsidiaries, other than changes to such policies made in the ordinary course of business. (b) Without limiting the generality of the foregoing, after the date of this Agreement and prior to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (A) as required by applicable Law, (B) as otherwise expressly required by this Agreement or (C) as consented to by Parent (in the case of NAP) or NAP (in the case of Parent) in writing (in each case, which written consent will not be unreasonably withheld, delayed or conditioned), each of NAP and Parent will not, and each agrees that it will cause each of the NAP Group Entities (in the case of NAP) or each of the Parent Group Entities (in the case of Parent) not to: (i) make any material change to the nature of its business and operations; (ii) make any change to its Governing Documents as in effect on the Execution Date in any manner that would reasonably be expected to (A) prohibit or materially impede or delay the Merger or the consummation of the other transactions contemplated by this Agreement, (B) adversely affect in a material way the rights of holders of its securities or the securities of any other party hereto, or (C) adversely affect in a material way the rights of holders of the Parent Series E Preferred Stock; (iii) recommend, propose, ...

Conduct of Parties. (a) Except (i) as provided in this Agreement, (ii) as required by applicable Law, or (iii) as consented to in writing by MLP (which consent shall not be unreasonably withheld), during the period from the Execution Date until the Effective Time, Parent shall not take any action to cause, and shall not permit the MLP General Partner to cause, the amendment of the MLP Partnership Agreement or the MLP GP LLC Agreement, in each case, to the extent that any amendment would reasonably be expected to (A) prohibit, prevent or materially hinder, impede or delay the ability of the parties to satisfy any conditions to or the consummation of the Merger or the other transactions contemplated by this Agreement or (B) adversely impact the Holders of MLP Public Units in any material respect. (b) Except (i) as provided in this Agreement, (ii) as set forth in the Parent Disclosure Letter, (iii) as required by applicable Law, (iv) as provided in any Parent Material Contract in effect as of the Execution Date or (v) as consented to in writing by MLP (such consent shall not be unreasonably withheld), during the period from the Execution Date to the Effective Time, Parent shall not, and shall not permit any Parent Group Entity (other than the DKL Entities) to: (i) (A) amend Parent’s certificate of incorporation or bylaws in any manner that would reasonably be expected to prohibit, prevent or materially hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger or the other transactions contemplated by this Agreement or (B) adversely affect the terms of the Parent Common Stock in any material respect, or (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any capital stock, other than regular quarterly cash dividends on the Parent Common Stock in the ordinary course of business consistent with past practice and other than dividends or distributions with a record date after the Effective Time; (ii) solely with respect to Parent, adopt a plan or agreement of complete or partial liquidation, dissolution or restructuring or a plan or agreement of reorganization under any bankruptcy or similar Law; (iii) settle any claims, demands, lawsuits or Proceedings seeking damages or an injunction or other equitable relief where such settlements would, in the aggregate, have a Parent Material Adverse Effect; or (iv) agree, in writing or otherwise, to take any of the foregoing ac...

Conduct of Parties a. This Agreement will govern the conduct of the parties from Wednesday, May 16, 2018, at 8:00 a.m until Sunday, May 20, 2018, at 10:00 x. x. XXX except in the event of any cancellation or termination of Dayton Hamvention. This Agreement will end upon the Inside Exhibitor's final exit from Xxxxxx County Fairground. Any exception must have written approval of Dayton Hamvention. Both parties waive any claims for damages or compensation as a result of this cancellation or termination. Ohio Law shall govern this Agreement.

Conduct of Parties. 21.2.1 Each Party (i) warrants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents have not made, offered, promised or authorised, and (ii) covenants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents will not make, offer, promise or authorise, any payment, gift, promise, entertainment or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public or government official, any political party, political party official, or candidate for office, or any other individual or entity, where such offer, payment, gift, promise, entertainment or advantage would violate the Anti-Corruption Laws applicable to such Party. 21.2.2 In addition, each Party (i) warrants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents have complied with the Anti-Corruption Laws applicable to such Party, and (ii) covenants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents will comply with the Anti-Corruption Laws applicable to such Party.

Conduct of Parties. 20.3.1 Each Party (i) warrants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents have not made, offered, promised or authorised, and (ii) covenants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents will not make, offer, promise or authorise, any fee, commission, rebate, payment, gift, promise, entertainment, anything of value or other advantage (including doing business with any company knowing the results might directly benefit an employee of the other Party), whether directly or through any other person or entity, to or for the use or benefit of any public or government official, any political party, political party official, or candidate for office, or any other individual or entity, where such offer, payment, gift, promise, entertainment or advantage would violate the Anti-Corruption Laws applicable to such Party. 20.3.2 In addition, each Party (i) warrants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents have complied with the Anti-Corruption Laws applicable to such Party, and (ii) covenants that such Party and its Affiliates and their respective directors, officers, employees, personnel, representatives, and agents will comply with the Anti-Corruption Laws applicable to such Party. 20.3.3 Operator shall assume liability for and shall defend, indemnify and hold harmless User from and against any Loss and/or damage (excluding Consequential Loss) and/or any expenses, fines, penalties or other claims (including but not limited to legal costs) arising from Operator’s failure to comply with any of the provisions of this Clause 20.3. 20.3.4 User shall assume liability for and shall defend, indemnify and hold harmless Operator from and against any Loss and/or damage (excluding Consequential Loss) and/or any expenses, fines, penalties or other claims (including but not limited to legal costs) arising from User’s failure to comply with any of the provisions of this Clause 20.3. 20.3.5 Notwithstanding the foregoing, a Party’s right to make a claim under the indemnities contained in the above Clauses 20.3.3 and 20.3.4 shall be contingent on and subject to such Party having acted in good faith and in accordance with the Applicable Laws and the principles established under this Clause 20.3 in connection with the subject matter of any su...

Conduct of Parties. Whenever a Section of this Agreement or a Schedule or an Exhibit requires a consent or approval by a Party and notification of the consent or approval is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required will be conclusively deemed to have withheld its consent or approval.

Conduct of Parties. Customer and Verizon agree to facilitate the arbitration by: (a) cooperating in good faith to expedite (to the maximum extent practicable) the conduct of the arbitration; (b) making available to one another and to the arbitrators for inspection and extraction all documents, books, records, and personnel under their control or under the control of a person controlling or controlled by them if determined by the arbitrators to be relevant to the Dispute; (c) conducting arbitration hearings to the greater extent possible on successive business days; and (d) using their best efforts to observe the time periods established by the arbitrators for the submission of evidence and briefs.

Conduct of Parties. The parties agree that with respect to all aspects of the arbitration they will conduct themselves in a manner intended to assure the integrity and fairness of that process. To that end, if a dispute is submitted to arbitration, the parties agree that they will not contact or communicate with the arbitrator with respect to any dispute either ex parte or outside of the contacts and communications contemplated by this Exhibit H, and the parties further agree that they will cooperate in good faith in the production of documentary and testimonial evidence in a prompt and efficient manner to permit the review and evaluation thereof by the other party. If a party fails or refuses to act within the time periods set forth above, such party shall be deemed to have approved the other party’s statement of position.

Conduct of Parties. The Parties shall promptly take all such reasonable action which is necessary to give effect to the terms of this Schedule 4.

Conduct of Parties. From the Execution Date until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VII, except as (i) otherwise contemplated by this Agreement, (ii) set forth in Section 5.1(a) of the DM Disclosure Letter, (iii) required by applicable Law, (iv) required by a Governmental Entity or (v) with the prior written consent of the DM Conflicts Committee (such consent not to be unreasonably withheld, conditioned or delayed), (x) Parent shall cause each of the DM Group Entities to conduct its business in all material respects in the ordinary course consistent with past practice and shall use reasonable best efforts to preserve substantially intact its current business organizations, maintain adequate and comparable insurance coverage, and preserve its relationships with its employees, counterparties, customers and suppliers and Governmental Entities with jurisdiction over any DM Group Entity and (y) without limiting the foregoing, Parent shall not take any action to cause, and shall not permit the DM General Partner to cause, the amendment of the DM Partnership Agreement or the DM GP LLC Agreement, in each case, to the extent that any such change or amendment would reasonably be expected to (A) prohibit, prevent or materially hinder, impede or delay the ability of the parties to satisfy any conditions to or the consummation of the Merger or the other transactions contemplated by this Agreement or (B) adversely impact the Holders of DM Public Units in any material respect.