Interim Management. Where WEPCo is required to replace any Supply Chain Member with which it has contracted pursuant to this clause, the provisions of Clause 23 (WEPCo Events of Default) shall apply and be construed accordingly.
Interim Management. 4.1. The Seller, except as expressly contemplated by this Agreement or otherwise consented by the Purchaser, which consent shall not be unreasonably withheld, or disclosed to the Purchaser under Schedule 4.1., represents, warrants and agrees that:
(a) during the period between June 30, 1999, and the Closing Date, the business of the Company has been and shall be conducted only in the ordinary course and in accordance with past practises, prudent and customary under the circumstances as well as in accordance with the law;
(b) during the period between the signing of this Agreement and the Closing Date, without the prior written consent of Purchaser:
(i) no "dirigenti" will be hired, appointed, promoted or dismissed by the Company;
(ii) no employees, consultants, commercial agents or representatives of the Company shall be hired or dismissed, and none of the respective rights and obligations thereof have been or shall be modified, except in the ordinary course of business in accordance with past practices or as mandated by law or applicable national collective bargaining agreements. No shop-level collective labor agreement ("accordo integrativo aziendale") shall be entered into by the Company;
(iii) no leases, real estate conveyances, licensing contracts or distribution agreements, mortgages, pledges, joint venture agreements, loans or credit agreements of the Company shall be made, amended or terminated. This provision applies to agreements having a value exceeding ITL 1,000,000,000 (one billion) for each agreement;
(iv) no contracts or commitments shall be entered into by or on behalf of the Company that extend beyond the Closing Date for the period of six months thereafter and involve the purchase, sale, or encumbrance of fixed assets having an aggregate value of more than ITL 2,000,000,000 (two billion);
(v) the Company shall not commence any litigation, except for those which are necessary to preserve the business or the rights of the Company, provided that the Purchaser shall be immediately informed thereof and kept fully informed of any development, as well as of any litigation brought by third parties against the Company; in addition, the Company shall not settle any threatened or pending litigation;
(vi) no transaction shall take place between the Company, Finmeccanica or any of the Affiliates or any of the companies belonging to the IRI (Istituto per la Ricostruzione Industriale S.p.
A.) Group, except transactions at arm's length or transactions wh...
Interim Management. In the event of your death or disability of any kind which impairs the smooth management, operation or customer service of any of your locations, we have the right at any time to install appropriate personnel of our choosing, even those of another franchisee, to manage or operate the Franchised Business and you agree to pay us or our designee reasonable compensation for such services.
Interim Management. If we exercise the option to purchase your Store, pending the closing of such purchase, we have the right to appoint a manager to maintain the operation of your Store or, at our option, require you to close your Store during such time period without removing any assets. If we appoint a manager to maintain the operation of your Store pending closing of such purchase, all funds from the operation of your Store during the period of management by our appointed manager will be kept in a separate fund, and all expenses of your Store, including compensation, other costs, and travel and living expenses of our appointed manager, will be charged to such fund. As compensation for such management services, we will charge such fund 10% of the Gross Revenues of your Store during the period of our management. Operation of your Store during any such period will be on your behalf, provided that we will have a duty only to utilize our good faith effort and will not be liable to you for any debts or obligations incurred by your Store or to any of your creditors for any merchandise, materials, supplies or services purchased by your Store during any period in which your Store is managed by our appointed manager. You will maintain in force for your Store all insurance policies required by this Agreement until the date of closing.
Interim Management. (a) As of the date of this Contract and until the effective date of the Merger, each Party agrees to provide for its subsidiary to be merged, and in the case of Hopa, Holinvest, to abstain from performing, without prior written consent from the other Party and subject to compliance with express provisions contained herein, such acts as may produce significant changes in its economic and financial structure, including direct or indirect purchase of company stock or shares, except as required to fulfill the obligations hereunder, as known to the Parties.
(b) Additionally, each Party agrees to provide for the companies to be merged to abstain from issuing new shares, in order to avoid altering the Stipulated Exchange Rate.
Interim Management. 7.1 During the period between 3rd October 2002 and the Execution Date, the Sellers shall conduct the businesses of the Parent, the Company and the Subsidiaries within the ordinary course of business only and in accordance with past practices, save as otherwise agreed in writing by Impco in advance.
Interim Management. During the period that the Members may elect a replacement Manager as provided in Section 5.7(c) and prior to such election (or an election to wind up the Company), the Members may by vote of a Majority-in-Interest of each Class appoint an interim manager having authority to manage and conduct the Company’s business as the Manager as provided herein. If an interim Manager is not appointed, the authority to manage and conduct the Company’s business is vested in the Members who may act by vote of a Majority-in-Interest of each Class, and who may by vote of a Majority-in-Interest of each Class appoint a committee of one or more persons to exercise the authority of the Manager until such time as a replacement Manager is elected or the Company commences winding up. The Members shall file any required amendments to this Agreement or the Certificate of Formation to reflect the resignation or removal of the former Manager and the appointment of the interim Manager, and all Members hereby approve any such amendments.
Interim Management. 7.1 Except as otherwise provided in other provisions of this Agreement, or otherwise previously agreed upon in writing by the Buyer, during the period from the date of this Agreement to the Closing Date (the “Interim Period”), the Sellers shall procure that the Business of the Company and of the Company’s Subsidiary is properly conducted in its normal and ordinary course, consistently with past practice, without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which may exceed the normal and ordinary course of business, or cause any of the representations or warranties of the Sellers contained in this Agreement to become untrue or incorrect. The Sellers shall promptly give notice to the Buyer if an event or circumstance has occurred which may cause a Material Adverse Effect. In particular, but without limitation, except as provided under Paragraphs 7.3 and 7.4 below, the Sellers shall not, and depending on the context, shall cause the Company and the Company’s Subsidiary not to:
(i) make any paid or free increase of corporate capital or reduction of corporate capital, issue or agree to issue or allot any share capital or grant any option or right to subscribe for any share capital;
(ii) sell, transfer, pledge, mortgage, encumber, lease, submit to any Lien or otherwise dispose of any material intangible assets, or fixed tangible assets having a value in excess of Euro 50,000.00 (fifty thousand);
(iii) make material variations to the number of employees, hire additional executives or fire existing executives, change the type of employment contract granted to existing employees including, without limitation, turn apprentices or temporary workers into permanent employees (except in the event the Company permanently hires such workers upon natural expiration of their current employment agreement), entering into, substantially amend or terminate any agreement with local unions, or increase the rate of compensation payable or to become payable to any of them, other than increases: (a) made to employees generally in accordance with normal past practice and in the ordinary course of business, or (b) mandated by law or national collective bargaining agreements;
(iv) waive any rights or settle any claims having a value in excess of Euro 50,000.00 fifty thousand);
(v) make any single capital expenditure exceeding Euro 50,000.00 (fifty thousand);
(vi) acquire or dispose, in any form, of any real properties o...
Interim Management. (a) Hopa guarantees and represents that in the period following the reference date of the financial statements referred to in paragraphs 5.10.1.2 and 5.10.1.3 above, and until the date of this Contract, the business operations of Holy and Holinvest were managed and conducted in accordance with the provisions under paragraph 5.08 above; (b) after the reference date of the statements referred to in paragraphs 5.10.1.2 and 5.10.1.3 above, no situations or circumstances occurred which may significantly affect Holy and/or Holinvest or their financial statements or financial positions, assets, operating results, or future outlooks, except for any acts required to fulfill the obligations hereunder.
Interim Management. Unless otherwise stated in Addendum 5.10.2.4 :
(i) in the period following the reference date of the financial statements referred to in paragraphs 5.10.2.2 and 5.10.2.3 above, and until the date of this Contract, the business operations of Olimpia were managed and conducted in accordance with the provisions under paragraph 5.08 above;
(ii) after the reference date of the statements referred to in paragraphs 5.10.2.2 and 5.10.2.3 above, no situations or circumstances occurred which may significantly affect Olimpia or its financial statement or financial positions, assets, operating results or future outlooks, except for any acts required to fulfill the obligations hereunder.
