Conduct of the Partnership. Subject Business since December 1, 1997. Except as required or contemplated by approvals or authorizations (including the Strategic Plan) by or of the Partnership Governance Committee, since the contribution of their Subject Assets to the Partnership by Lyondell and Millennium on December 1, 1997, the Partnership has:
(i) maintained its books, accounts and records relating to its Subject Business in the usual, regular and ordinary manner, complied in all material respects with all Legal Requirements and contractual obligations applicable to its Subject Business or to the conduct of its Subject Business and performed all of its material obligations relating to its Subject Business;
(ii) not (A) modified or changed in any material respect any of its assets or disposed of any material asset except for (1) inventory, equipment, supplies and other assets sold or otherwise disposed of in the ordinary course of business and (2) any assets that in the ordinary course of business were replaced with substantially similar assets, (B) except in the ordinary course of business, (x) entered into any contract, commitment or agreement material to the operation of its Subject Business or use of its assets or, except as expressly contemplated by or required pursuant to their respective terms, modified or changed in any material respect any obligation under any such contract, commitment or agreement, (y) modified or changed in any material respect any obligation under its Government Licenses, (z) modified or changed in any material respect the manner in which the products produced by its Subject Business are marketed and sold, or (C) entered into interest rate protection or other hedging agreements (except for hydrocarbon hedging agreements entered into in the ordinary course and expiring prior to December 31, 1998) relating to its Subject Business; provided, that, for purposes of (A) and (B), "material" shall mean a change or modification that was subject to the unanimous voting requirement of Section 6.7 of the Partnership Agreement; and
(iii) not waived any material claims or rights relating to its Subject Business.
Conduct of the Partnership. The Parties shall conduct the Partnership in accordance with the present Agreement and in respect to the principles and rules of the CircularInnoBooster Project. For this reason, the Parties shall be also bound to the execution of their Activities by the Partnership Project Agreement as attached to the present Agreement. In performing the Partnership, the Parties will comply with all applicable legislation and will behave in an ethically acceptable manner as may be expected in scientific and/or technological research. The Parties shall inform IED as appointed entity representing the CircularInnoBooster Project Consortium, immediately if new information emerges which is relevant to (the conduct of) the Partnership and/or the Project and/or the utilization of the Results. A Project Manager will be assigned to the partnership formed by representatives of the CircularInnoBooster Project Consortium. The Project Leader refers to the Project Manager and will comply with the reporting obligations and deliverables as defined in the grant agreement. The Project Manager will provide assistance activities required for the issuing of these reports. The Project Manager shall meet with the Parties regularly during the development of the Partnership. During such meetings, they will discuss the progress of the Partnership, on the basis of the written progress report, prepared by the Project Leader.
Conduct of the Partnership. 1. The Parties shall conduct the Partnership in accordance with the present Agreement and in respect to of the principles and rules of Worth Project. For this reason, the Parties shall be also bound to the execution of their Activities by the Partnership Project Agreement as attached to the present Agreement.
2. In performing the Partnership, the Parties will comply with all applicable legislation and will behave in an ethically acceptable manner as may be expected in scientific and/or technological research.
3. The Parties shall inform Aitex as appointed entity representing the Worth Project Consortium, immediately if new information emerges which is relevant to (the conduct of) the Partnership and/or the Project and/or the utilization of the Results.
4. A Project Manager will be assigned to the partnership formed by representatives of the Worth Project Consortium. The Project Leader refers to the Project Manager and will sent 5 (five) reports providing all the information related to the development of the Partnership divided in the following deliverables: 1st Report: 1st Periodic report. 31st July 2020 2nd Report 2nd Periodic report. 15th September 2020 3rd Report Mid Term report. 30th November 2020. It will include the drafting and specifications of the product to be developed 4th Periodic report. and Full prototype ready. 31st January 2021 5th Report Final report 15th March 2021. It will include the final specifications and the prototype/proof of concept. The Project Manager will provide assistance activities required for the issuing of these reports. The Project Manager shall meet with the Parties regularly during the development of the Partnership. During such meeting, they will discuss the progress of the Partnership, on the basis of the written progress report, prepared by the Project Leader.
Conduct of the Partnership. In conformity with the provisions of the Law, no Limited Partner shall take any part in the conduct of the Partnership’s business nor have any right or authority to act for or on behalf of the Partnership.
Conduct of the Partnership. Subject Business Pending the Closing Date. The Partnership agrees that, except as required or contemplated by approvals or authorizations (including the Strategic Plan) by or of the Partnership Governance Committee prior to the date hereof or by this Agreement (including, without limitation, Schedule 3.3 hereto) or otherwise consented to or approved in writing by Occidental, during the period commencing on the date hereof and ending on the Closing Date, it will and will cause its Affiliates to:
(a) use its commercially reasonable efforts to operate and maintain its Subject Business in all material respects only in a usual, regular and ordinary manner consistent with the Strategic Plan (including undertaking scheduled or necessary "turnarounds" or other maintenance work and including offsite storage, treatment and disposal of chemical substances generated prior to the Closing) and, to the extent consistent with such operation and maintenance, use commercially reasonable efforts to preserve the present business organization of its Subject Business intact, keep available the services of, and good relations with, the present employees and preserve present relationships with all persons having business dealings with its Subject Business, except in each case for such matters that, individually and in the aggregate, do not and are not reasonably likely to have a Material Adverse Effect on its Subject Business;
(b) maintain its books, accounts and records relating to its Subject Business in the usual, regular and ordinary manner, comply in all material respects with all Legal Requirements and contractual obligations applicable to its Subject Business or to the conduct of its Subject Business and perform all of its material obligations relating to its Subject Business;
(c) not (i) modify or change in any material respect any of its assets or dispose of any material asset except for (A) inventory, equipment, supplies and other assets sold or otherwise disposed of in the ordinary course of business and (B) any assets that in the ordinary course of business are replaced with substantially similar assets, (ii) except in the ordinary course of business after consultation with Occidental, (x) enter into any contract, commitment or agreement that would be material to the operation of its Subject Business or use of its assets or, except as expressly contemplated by this Agreement or expressly contemplated by or required pursuant to their respective terms, modify or change ...
Conduct of the Partnership. Except (x) as provided in this Agreement or any Partnership Material Contract in effect as of the Execution Date, (y) as required by applicable Law, or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed, or conditioned), during the period from the Execution Date to the Effective Time, (i) the General Partner shall cause the Partnership to, and cause each Partnership Group Entity to, conduct its business in the ordinary course consistent with past practice, and (ii) the General Partner shall not, and shall not permit the Partnership to, take any action to cause the amendment of the Partnership Agreement or the General Partner 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 Transactions, or (B) adversely impact the Holders of Partnership Public Units in any material respect.
Conduct of the Partnership. From this Agreement's date until the final Closing Date, except for the transactions contemplated by this Agreement, Sellers shall cause the Partnership to conduct its business in the ordinary course and to use commercially reasonable efforts to preserve intact its business organization and relationships with third parties. Sellers have no obligations to contribute any money to the Partnership for any repairs, improvements or replacements what so ever.
Conduct of the Partnership. 1. The Parties shall conduct the Partnership in accordance with the present Agreement and in respect to of the principles and rules of WORTH Project. For this reason, the Parties shall be also bound to the execution of their Activities by the Partnership Project Agreement as attached to the present Agreement.
2. In performing the Partnership, the Parties will comply with all applicable legislation and will behave in an ethically acceptable manner as may be expected in scientific and/or technological research.
3. The Parties shall inform Xxxxx as appointed entity representing the WORTH Project Consortium, immediately if new information emerges which is relevant to (the conduct of) the Partnership and/or the Project and/or the utilization of the Results.
4. A Project Manager will be assigned to the partnership formed by representatives of the WORTH Project Consortium. The Project Leader refers to the Project Manager and will send 5 (five) reports providing all the information related to the development of the Partnership divided into the following deliverables: • 1st progress report: 15 September, 2022. • 2nd progress report: 15 November, 2022. • Mid-term report: 15 January, 2023. • 3rd progress report: 15 February, 2023.
Conduct of the Partnership. Except (x) as provided in this Agreement, (y) as required by Applicable Law, or (z) as consented to in writing by TEGP (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the Execution Date until the Effective Time, (i) the General Partner shall cause the Partnership and its Subsidiaries to conduct their respective businesses in the ordinary course of business consistent with past practice, and (ii) the General Partner shall not, and shall not permit the Partnership to, cause the amendment of the certificate of limited partnership of the Partnership or the TEP Partnership Agreement, or the certificate of formation of the General Partner or the General Partner LLC Agreement, in each case, to the extent that any such 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 Transactions or (B) adversely impact the holders of Partnership Common Units in any material respect.
Conduct of the Partnership. The Partnership will: (i) continue to conduct the business currently conducted by it, maintain the assets currently owned by it, carry on the business practices and keep the books and records and files substantially in the same manner as heretofore kept by it; (ii) use its best efforts to preserve its business organization intact and retain its present employees and the goodwill of its vendors and suppliers; (iii) pay and perform all of its debts, obligations and liabilities as and when they come due and all leases and agreements and other commitments; and (iv) comply with all applicable laws;
