Conduct of the Parties. The parties will not engage in behaviour that is, or may reasonably be considered to be intimidating, bullying, or harassing or commit any act or behaviour which is offensive or abusive in connection with this Agreement.
Conduct of the Parties. Conduct of the parties shall not in any matter constitute a waiver of any right, duty, or obligation imposed by this Agreement upon any party hereto.
Conduct of the Parties. In order to facilitate this dispute resolution procedure:
(a) the Party with the dispute must notify the other Party at the earliest opportunity of the problem;
(b) throughout all stages of the procedure all relevant facts must be clearly identified and recorded; and
(c) sensible time limits must be allowed for completion of the various stages of discussion, however, the Parties must co-operate to ensure that the dispute resolution procedure is carried out as quickly as possible.
Conduct of the Parties. (A) Each Party warrants that it and its Affiliates have not made, offered, or authorized and will not make, offer, or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate (i) the applicable laws of Israel and the United States of America; (ii) the laws of the country of incorporation of such Party or such Party’s ultimate parent company and of the principal place of business of such ultimate parent company; or (iii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries. Each Party shall defend, indemnify and hold the other Parties harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by such first Party of such warranty. Such indemnity obligation shall survive termination or expiration of this Agreement. Each Party shall in good time (i) respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; and (ii) furnish applicable documentary support for such response upon request from such other Party.
(B) Each Party agrees to (i) maintain adequate internal controls; (ii) properly record and report all transactions; and (iii) comply with the laws applicable to it. Each Party must rely on the other Parties’ system of internal controls, and on the adequacy of full disclosure of the facts, and of financial and other data regarding the Joint Operations undertaken under this Agreement. No Party is in any way authorized to take any action on behalf of another Party that would result in an inadequate or inaccurate recording and reporting of assets, liabilities or any other transaction, or which would put such Party in violation of its obligations under the laws applicable to the operations under this Agreement.
Conduct of the Parties. Each Party warrants that it and its Affiliates have not made, offered or authorized and agrees that it will not make, offer or authorize with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or through any other Person, to or for the use or benefit of any public official (being any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or public international organization) or any political party or political party official or candidate for office, where such payment, gift, promise or advantage would violate any applicable Law.
Conduct of the Parties. The Company acknowledges and agrees, that with respect to the transactions contemplated herein, that it and its Affiliates will not have made, offered, or authorized, requested, received, or accepted and will not make, offer or authorize, request, receive or accept with respect to the matters which are the subject of this Agreement, any payment, gift, promise or other advantage, whether directly or indirectly through any other Person or entity, to or for the use or benefit of any public official, including any Person holding a legislative, administrative or judicial office, or any Person employed by or acting on behalf of any governmental authority or agency, public agency, public enterprise or public international organization, or any political party or political party official or candidate for office, or any other Person, where such payment, gift, promise or advantage would violate or result in a violation of (i) the applicable anti-corruption or anti-bribery laws of the Republic of South Africa, (ii) the applicable principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999 or (iii) the United States Foreign Corrupt Practices Act of 1977, as amended.
Conduct of the Parties. No conduct or course of action undertaken or performed by the parties hereto shall have the effect of, or be deemed to have the effect of modifying, altering or amending the terms, covenants and conditions of this Agreement. Failure of any party to exercise any power or right given hereunder or to insist upon strict compliance with the terms hereof shall not be, or be deemed to be, a waiver of such party’s right to demand exact compliance with the terms of this Agreement.
Conduct of the Parties. Each Party shall not, and shall cause its Subsidiaries not to from the date of this Agreement until the first to occur of the Closing Date or the termination of this Agreement in accordance with its terms, take any action or fail to take any action that is intended to or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the other Party to consummate the Sale or the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this of this Agreement. Each of the Parties hereto shall, and shall cause its respective Affiliates to, take such actions and do such other things as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
Conduct of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act, FSMA, the Listing Rules and any other applicable Law, each of the Parties agrees to use reasonable best efforts to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable and in accordance with the prescribed timetable, the Transactions, provided that such action does not extend to requiring Harbinger to procure equity financing or give Notification initiating the Firm Offer. Each of the Parties shall with such assistance as it shall reasonably require from the other Parties procure that the Firm Offer is conducted in accordance with the applicable requirements of the UK Takeover Panel, the UK Takeover Code, FSMA, the Companies Acts, the Listing Rules, and any other applicable Law.
(b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Companies Acts, the UK Takeover Code, the Securities Act, the Exchange Act and any other applicable Law, each of the Parties agrees to use reasonable best efforts, subject to the process set forth in Section 8.2, to take, or cause to be taken, or procure that its Affiliates, directors, employees and relevant professional advisors take all actions, and do, or cause to be done, and assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to obtain any Regulatory Approvals to effect the transactions referred to in Section 8.1 and otherwise as contemplated by this Agreement or the Stock Purchase Agreement, which would be obtainable within the Offer timetable ordinarily permitted under the UK Takeover Code, in the most expeditious manner practicable. The provisions of Article VIII shall apply mutatis mutandis to any filings, applications, pleadings, documents and other communications required to be filed with the Authorities in order to obtain such approvals, and any filing process shall be conducted in accordance with Section 8.2.
(c) Each Party undertakes promptly to notify each other Party (and supply copies of all relevant information) of any fact, matter or event of whic...
Conduct of the Parties. Conduct of Business of the Company and its Subsidiaries. Except as otherwise contemplated by this Agreement, the Transaction Agreements and the other agreements by and between Parent and DEI or their Affiliates of even date herewith and the several transactions contemplated hereby and thereby, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of the Company and DEI agrees (except to the extent that Parent shall otherwise have previously consented in writing), to carry on the Company's and its Subsidiaries' respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company and its Subsidiaries when due (unless such debts and Taxes are the subject of a dispute that the Company is actively seeking to resolve), to pay or perform other obligations when due (unless such obligations are the subject of a dispute that the Company is actively seeking to resolve), and, to the extent consistent with such businesses, use their reasonable efforts consistent with past practice and policies to preserve intact the Company's and its Subsidiaries' present business organizations, keep available the services of the Company's and its Subsidiaries' present officers and key employees and preserve the Company's and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving the Company's and its Subsidiaries' goodwill and ongoing businesses at the Effective Time; provided, however, that neither the Company nor DEI shall be deemed in breach of this Section 4.1 because of attrition, if any, among the Company employees which may occur as a result of the transactions contemplated hereby, so long as each of the Company and DEI use all reasonable efforts to retain such employees at the Company. Except as expressly contemplated by this Agreement or as set forth in Section 4.1 of the Disclosure Schedule, neither the Company nor any Subsidiary shall, without the prior written consent of Parent pursuant to a request made in accordance with the notice provisions set forth in Section 9.1 of this Agreement (which written consent will be granted or denied within seventy two (72) hours of receipt of such notice by Parent, provided that any failure to reply within such time period will be deemed...
