Continuation of Business. Neither the Transfer of any Partnership Interest pursuant to Article 8 hereof nor the bankruptcy or withdrawal of a Partner shall cause the dissolution or termination of the Partnership or have any effect upon the continuance of the Partnership business. No Partner shall have a right to withdraw from the Partnership or to abandon any Partnership Interest.
Continuation of Business. (i) The Issuer shall not, cease to carry out its business.
(ii) The Issuer shall procure that no material change is made to the general nature or scope of the business of the Group from that carried on at the date of this Bond Agreement, or as contemplated by this Bond Agreement.
Continuation of Business. Upon the occurrence of any event described in Section 18-801(4) of the Act, or any successor provision, the Company shall continue unless dissolved by the Member pursuant to Section 13.1(a).
Continuation of Business. From the date hereof until the Closing, Seller and the Members shall (a) operate the Business in the ordinary course of business, (b) use reasonable efforts to maintain the Regulatory Licenses and their respective rights thereunder, (c) use reasonable efforts to preserve intact in all material respects, with respect to the Business and the Purchased Assets, its current business organization, ongoing businesses and significant relationships with third parties, and (d) use reasonable efforts to preserve the relationships of the Business with its employees and independent contractors in accordance with the ordinary course of business; and shall not to do any of the following except in the ordinary course of the business or as required by the Transactions, and only with prior written consent of Buyer:
(a) make any material changes in its condition (financial or otherwise), liabilities, assets, or Business or in any of its Business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to be material and adverse to Seller or the results of operations of the Business;
(b) agree not to, directly or indirectly, solicit or otherwise induce or influence any customer that patronizes or otherwise has a business relationship with the Business to discontinue or reduce his, her, or its business relationship with the Business;
(c) increase the salary or other compensation payable or to become payable by Seller to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person other than in the ordinary course of business and consistent with past practice;
(d) sell, lease, transfer or assign any of its assets, tangible or intangible other than in the ordinary course of business;
(e) accelerate, terminate, modify or cancel any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $50,000 to which Seller is a party unless agreed to in this Agreement or by the parties;
(f) make any loans to any person or entity, or guarantee any loan;
(g) waive or release any right or claim held by Seller;
(h) cease to operate the Business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodw...
Continuation of Business. Maintain and conduct its business in substantially the same manner as such business is now or has heretofore been carried on.
Continuation of Business. Notwithstanding the existence of any Dispute or the pendency of any procedures pursuant to this Appendix A, the parties agree and undertake that all payments not in dispute shall continue to be made and all obligations not in dispute shall continue to be performed.
(a) First priority shall be given to maximizing the consistency of the resolution of the Dispute with the satisfaction of all express obligations of the parties and their Affiliates as set forth in the Agreement.
(b) Second priority shall be given to resolution of the Dispute in a manner which best achieves the objectives of the business activities and arrangements under the Agreement and permits the parties to realize the benefits intended to be afforded thereby.
(c) Third priority shall be given to such other matters, if any, as the parties or the Arbitrator shall determine to be appropriate under the circumstances.
Continuation of Business. The Sellers will operate the ------------------------ Company until the time of Closing, using prudent business judgment so as to preserve its business organization intact, to assure, to the extent possible, the availability to Purchaser of the present key employees of the Company, and to preserve for Purchaser the relationships of the Company with suppliers, customers, and others, all to the end that every bona fide effort be made that ---- ---- the ongoing business of the Company will not be impaired at the time of Closing.
Continuation of Business. Notwithstanding the existence of any Dispute or the pendency of any procedures pursuant to this Appendix, the Partners agree and undertake that all payments not in dispute shall continue to be made and all obligations not in dispute shall continue to be performed. APPENDIX 1 TO Appendix D
(a) First priority shall be given to maximizing the consistency of the resolution of the Dispute with the satisfaction of all express obligations of the Partners and their Affiliates as set forth in the Partnership Agreement.
(b) Second priority shall be given to resolution of the Dispute in a manner which best achieves the objectives of the business activities and arrangements under the Partnership Agreement and the Related Agreements and permits the Partners to realize the benefits intended to be afforded thereby.
(c) Third priority shall be given to such other matters, if any, as the Partners or the Arbitrator shall determine to be appropriate under the circumstances. APPENDIX E TO LIMITED PARTNERSHIP AGREEMENT DIVISION OF PARTNERSHIP BUSINESS If the Partnership is dissolved and Section 12.2(e) applies to the winding up of the affairs of the Partnership, the Partnership properties shall, to the extent legally and contractually feasible and, after satisfaction of the liabilities of the Partnership (whether by payment or reasonable provision for payment), be distributed in kind to the Partners in accordance with a division (the "Division") of the properties. The Division shall be implemented by dividing the properties, to the extent feasible, in accordance with the following priorities and principles:
A. First priority shall be given to maximizing the consistency of the Division with a division of the Partnership properties that allocates to each Partner (subject to such Partner's Percentage Interest of the Partnership's liabilities) Partnership properties in proportion to the value of such Partner's Percentage Interest in the Partnership's business taking into account the aggregate Asset Fair Market Value of the Partnership's properties and the value and benefits afforded to such Partner under the Partnership Agreement and the other Related Agreements.
Continuation of Business. Neither the Company nor the Shareholders know of any reason why the Company cannot continue its business in all material respects in the same manner following the execution of this Agreement and the Closing as it has been operated prior thereto, except to the extent that Lithia causes the business of the Company to change following the Closing.
Continuation of Business. Except as set forth on Schedule 4.1(b), it will continue to conduct its business, in all material aspects, as conducted on the day hereof in compliance in all material respects with all applicable rules and regulations of applicable governmental authorities.
