Interim Conduct. If the Parties are unable to reach agreement with respect to a [*****] Plan pursuant to Section 13.1.1, then such dispute shall be resolved as described in Section 13.2 below.
Interim Conduct. If the parties are unable to reach agreement --------------- with respect to the next Work Plan as provided above, they shall continue to work at the Staffing Level then prevailing, in a manner consistent with and in furtherance of the then current Work Plan, notwithstanding the expiration of the then-current Work Plan. If the parties are unable to reach any agreement with respect to a Work Plan by the expiration of the then-current Work Plan pursuant to (P)13.1(A) above, then such dispute shall be resolved as described in (P)13.2 below. In addition, any dispute relating to the financial obligations of either party to the other shall be subject to (P)13.2 below.
Interim Conduct. AWK shall refrain from:(a) taking or omitting or agreeing or committing to omit any action that would make any representation or warranty of AWK hereunder including those made in Article III inaccurate in any material respect at any time between the date hereof and the First Closing Date and the Second Closing Date; or (b) taking any action or course of action inconsistent with the compliance with the covenants and agreements of AWK and the Purchasers herein or which might materially adversely affect the interests of the Company hereunder.
Interim Conduct. From the date hereof until the Closing Date, Xxxxxxx and Xxxxxxx Hospital shall use commercially reasonable efforts to cause Xxxxxxx System conduct business consistent with prior practices and in the ordinary course, and in furtherance thereof use their commercially reasonable efforts to preserve, protect and maintain the Xxxxxxx System assets and operations. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except for transactions expressly approved in writing by Advocate or expressly contemplated by this Agreement, Xxxxxxx shall, with respect to the Xxxxxxx System business and operations:
(a) carry on its business in substantially the same manner as it has heretofore and not make any material change in personnel, operations, finance, accounting policies, or assets other than in the ordinary course of business;
(b) maintain assets in the state of repair, order, and condition, as such assets were in as of the date hereof, reasonable wear and tear excepted, and make the capital expenditures for the time period from April 15, 2013 through the Closing in an amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) per month;
(c) maintain and keep in full force and effect all insurance presently carried;
(d) not sell, lease, or otherwise dispose of, or agree to sell, lease, or otherwise dispose of, any assets except in the ordinary course of business;
(e) not incur or become subject to, nor agree to incur or become subject to, any debt, obligation, lease or liability, contingent or otherwise, except current liabilities and contractual obligations in the ordinary course of business;
(f) not provide any guarantee or encumber any assets except in the ordinary course of business;
(g) not amend any organizational document of the Xxxxxxx Corporations except in preparation for the transactions contemplated herein;
(h) not increase the compensation or benefits payable or to become payable to any of its employees, officers, directors, members, or representatives out of the ordinary course;
(i) not enter into any agreements or commitments (including capital leases) with a purchase price (or fair market value of lease equipment or other assets) in excess of One Hundred Thousand Dollars ($100,000) or Two Hundred Thousand Dollars ($200,000) in the aggregate or a term longer than one (1) year other than in the ordinary course of business; provided, however that without the prior written consent of Advocate, neit...
Interim Conduct. 37 Section 4.01 Conduct of Business by Company............................................37 Section 4.02 Conduct of Business by Parent.............................................41
Interim Conduct a. The Contributors hereby covenant and agree with Weeks that, so long as this Agreement remains in full force and effect, the Contributors will not permit any Project Entity to sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Development Properties (or any interest or estate therein) without the prior written consent of Weeks; provided, however, a Project Entity may enter into Leases for space in the Development Properties without the prior written consent of Weeks so long as (i) the terms of the Lease equal or exceed the Leasing Guidelines, (ii) the prospective Tenant is approved by Weeks, in the exercise of commercially reasonable judgment (provided, however, if the Tenant is an affiliate of the Contributors, Weeks may elect to withhold its approval in its absolute and sole discretion), (iii) the Lease is on a form previously approved by Weeks, and (iv) within ten (10) business days after written request by Weeks, the Contributors shall furnish a copy of any such Lease which has been executed since the last such request from Weeks.
b. The Contributors covenants and agrees that, so long as this Agreement remains in full force and effect, the Contributors will not permit Project Entity to amend or modify the Existing Loan Documents in any way, will cause Project Entity to make all payments of money, and will cause Project Entity to perform all obligations, required under the Existing Loan Documents. The Contributors will take no affirmative action and will not permit Project Entity to take any affirmative action which shall cause the Contributors to be unable to contribute good and marketable title to the Development Properties or which shall cause any warranty or representation contained in this Agreement to be incorrect or misleading in any material request at any time.
c. The Contributors and Weeks agree that a "Bulk Building", a "Distribution Building", a "Flex Building" and an "Office Building" (as that terms are defined in this subparagraph) do not compete with each other for prospective Tenants. Until such time as the net leasable area of a Development Property (which has not yet been contributed to Weeks) is at least fifty percent (50%) leased, Weeks agrees to not commence construction of a building in the same park as that Development Property is located that would compete with that Development Property. By way of illustration and not limitation, if a Development...
Interim Conduct. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly required by this Agreement or to the extent that Parent (in its sole discretion) shall otherwise consent in writing (provided that with respect to matters described in clauses (a), (j) (with respect to newly hired employees of Company or any of its Subsidiaries in the ordinary course of business), (m) and (p), such consent of Parent shall not be unreasonably withheld or delayed):
Interim Conduct. From the date hereof until the Closing Date, Advocate shall preserve and protect the Advocate System assets and operations and shall conduct business consistent with prior practices and in the ordinary course (which may include, subject only to restrictions explicitly set forth herein, the sale and/or acquisition of certain businesses and operations). Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except for transactions expressly approved in writing by Xxxxxxx, Advocate shall, with respect to the Advocate System business and operations:
(a) not take or omit to take any action which would cause any of the Advocate representations and warranties to be untrue or incorrect and to notify Xxxxxxx of any event or action which causes such representations and warranties to be untrue or incorrect; and,
(b) notify Xxxxxxx of any material change in the financial position, business, or operations of the Advocate System or any event or occurrence which may result in such a material change or that may cause or constitute a breach of Advocate’s representations and warranties contained in this Agreement.
Interim Conduct. Until and following the execution of the Definitive Agreements, the Company agrees to conduct its business only in the ordinary course and consistent with prior practice.
Interim Conduct. From the date hereof until the Closing Date, the Company shall, and shall cause each of its Controlled Entities to (i) carry on its business in the ordinary course consistent with past practice, (ii) not make any distribution (whether in cash, stock, property or assets) or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any of its capital stock and (iii) not take any action that would make any representation or warranty of the Company in this Agreement, or omit to take any action necessary to prevent any representation or warranty of the Company under this Agreement from being, inaccurate at, or as of any time before, the Closing Date.
