Maintain the Business Sample Clauses

Maintain the Business use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of ICC and its Subsidiaries and preserve the rights, franchises, goodwill and relationships of their Employees, customers, lenders, suppliers, distributors and others having business relationships with ICC or any of its Subsidiaries;
Sample 1
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Maintain the Business. Between the date of this Agreement and the Effective Closing Time, Seller shall use reasonable efforts to cause TFS to (i) maintain the Business intact and to preserve its goodwill with its customers, suppliers, employees and others having business relations with it and (ii) operate the Business in a prudent, businesslike manner consistent with past practices. Between the date of this Agreement and the Effective Closing Xxxx Xxxxxx shall cause TFS not to, without the prior written approval of Purchaser, (a) transfer, sell or lease, or enter into any agreement to transfer, sell or lease, any of TFS's assets, other than the sale of Inventory in the ordinary course of business and other than the transfer of assets specifically identified in Schedule 4.4(a) attached hereto to AQB Arbeitnehmerqualifizierungsgesellschaft Berlin mbH (the "Qualification Company") pursuant to a transfer document in substantially the form attached hereto as Schedule 4.4(b); (b) incur any indebtedness for borrowed money; (c) enter into any lease for any property for which TFS would become obligated for payments in excess of 10,000 DM over the term of such lease; (d) make any increases in wages, salaries, employee benefits or other compensation payable or to become payable to any employee of TFS or pay or commit to pay any bonuses, except in accordance with any employment agreement or collective bargaining agreement existing on the date of this Agreement, or change any provision of any existing Employee Plan; (e) make or enter into any written employment contract or any Employee Plan; or (f) enter into any amendment to any Lease or Contract required to be listed on Schedule 3.1.6(b) or 3.1.12(a) hereof. Between the date of this Agreement and the Effective Closing Time, Seller shall (i) notify Purchaser of any material loss of, damage to or disposition of any of the assets of TFS (other than the sale of Inventory in the ordinary course of business); (ii) promptly after obtaining knowledge thereof, give notice to Purchaser of any material claim or litigation, threatened or instituted, against TFS; (iii) take all actions and make all filings which are reasonably necessary to lawfully transfer the Shares to Purchaser at the Effective Closing Time as provided in this Agreement except for routine filings in connection with approvals or consents of third parties and Governmental Agencies customarily made or obtained subsequent to transfer of title; (iv) to the extent within the control of Se...
Sample 1
Maintain the Business use commercially reasonable efforts to maintain and preserve intact the current organization and Business and preserve the rights, goodwill and relationships of the Acquired Companies’ Employees, customers, lenders, suppliers, distributors and others having business relationships with the Acquired Companies;
Sample 1
Maintain the Business use best efforts to maintain and preserve intact the current organization, business and franchise of the Company and the Subsidiaries and preserve the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, distributors and others having business relationships with the Company and the Subsidiaries‎;
Sample 1

Related to Maintain the Business

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Insurance Business Any insurances or reinsurances falling within the definition of “contract of insurance” in Article 3(1) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001 together with insurances concluded under any contracts for insurance made by the Underwriting Agent where the Broker is the coverholder or the placing broker.

  • No Control of the Company’s Business Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Maintain Licenses Borrower shall procure and maintain in full force and effect all licenses, Permits, charters and registrations which are material to the conduct of its business and shall abide by and satisfy all terms and conditions of all such licenses, Permits, charters and registrations.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

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