Maintenance of Business and Notice of Changes Sample Clauses

Maintenance of Business and Notice of Changes. (a) For the period commencing on the date hereof and expiring on the Closing Date (the “Pre-Closing Period”), each Contributor shall (i) conduct and carry on their respective businesses only in the ordinary course of business (ii) use their best efforts to maintain, preserve and protect the goodwill, rights, properties and assets of their respective businesses; (iii) consult with the other parties to this Agreement regarding all significant developments, transactions and proposals relating to its business or operations; (iv) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will cause a breach of the representation and warranties made by such party under this Agreement; (v) duly comply with all Laws applicable to their respective businesses and, in the case of each Contributor, the Contributed Assets or as may be required for the valid and effective transfer and assignment of the Contributed Assets; and (vi) promptly notify the other parties hereto of any other occurrence, event, incident, action, failure to act, or transaction with respect to the Contributed Assets outside the ordinary course of business;. (b) GES shall give the Company prompt notice of any GES Material Adverse Effect that may occur with regard to GES during the Pre-Closing Period. (c) GES shall give the Company prompt notice of any damage, destruction, or loss (whether or not covered by insurance) to any of the Contributed Assets. (d) RAC shall give the Company prompt notice of any RAC Material Adverse Effect that may occur with regard to RAC during the Pre-Closing Period. (e) The Company shall give the Contributors prompt notice of any Company Material Adverse Effect that may occur during the Pre-Closing Period.
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Maintenance of Business and Notice of Changes. (a) Except as specifically contemplated by this Agreement, pending the Closing, each Seller and Wxxxx Canada shall use all commercially reasonable efforts to preserve and protect the goodwill, rights, properties and assets of the US Business, the Purchased Assets, the US Related Assets, the Canadian Related Assets and the Canadian Business, to keep available to the US Business, the Canadian Business, Cxxxxxx and Purchasers the services of its employees, and to preserve and protect Wxxxx US's and Wxxxx Canada's relationships with their respective employees, creditors, suppliers, customers and others having business relationships with them. (b) Sellers shall give Cxxxxxx prompt notice of any Material Adverse Change which may occur between the date hereof and the Closing Date.
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Maintenance of Business and Notice of Changes. (a) Pending the Closing, each of, the Company, TeleHub and TTC shall (i) use its best efforts to preserve and protect the goodwill, business, rights, properties and assets of the Business, to keep available to the Business and the Company the services of its employees, and to preserve and protect the Company's, TeleHub's and TTC's relationships with their employees, suppliers, distributors, customers and others having business relationships with them; and (ii) consult with Newbridge regarding all significant developments, transactions and proposals relating to the Business. (b) TeleHub and TTC shall give Newbridge prompt notice of any and all material adverse changes which may occur between the date hereof and the Closing Date with respect to the results of operations, financial condition, operations, business, prospects, rights, properties, assets or liabilities of the Business, or the relationship of TeleHub or TTC with its employees, suppliers, distributors, customers or others relating to the Business.
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Maintenance of Business and Notice of Changes. (a) Pending the Closing, Seller shall use commercially reasonable efforts to preserve and protect the goodwill, rights, properties and assets of its Business to keep available to the Business and the Company the services of its employees and contractors, and to preserve and protect Seller’s relationships with its employees, creditors, suppliers, customers and others having business relationships with it, provided that Seller shall not be restricted from operating the Business in a manner consistent with historical practices (except as otherwise set forth herein (including in Section 5.3)). (b) Seller shall give Purchaser prompt notice of any Material Adverse Change which may occur between the date hereof and the Closing Date. (c) Pending the Closing, neither Seller nor the Company shall obtain any assets or properties, enter into any Contract, incur any Liability or undertake any business operations, except as otherwise expressly contemplated hereby.
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Maintenance of Business and Notice of Changes. (a) During the period from the date of execution of this Agreement through Closing, Seller agrees (i) to carry on its business in the Ordinary Course, subject to changes in Law; and (ii) to consult with Purchaser regarding all significant developments, transactions and proposals relating to the business or operations of Seller. (b) Seller shall give Purchaser prompt notice of any and all Material Adverse Changes which may occur between the date hereof and the Closing Date.
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Maintenance of Business and Notice of Changes. (a) Pending the Closing, Seller shall use commercially reasonable efforts to preserve and protect the goodwill, rights, properties and assets of the Business, and to preserve and protect each relationship with its Employees, creditors, suppliers, customers and others having business relationships with Seller that relate to the Business. (b) Seller shall give Purchaser prompt notice of any Material Adverse Change which has occurred or reasonably could be expected to occur between the date hereof and the Closing Date.
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Maintenance of Business and Notice of Changes. (a) Pending the Closing, each Seller shall, and the Partners, the Principal Stockholders and the Members shall cause each Interdom Related Entity that owns Related Business Assets to, (i) use all commercially reasonable efforts to preserve and protect the goodwill, rights, properties and assets of its Business and the Related Business Assets, to keep available to the Business and Purchasers the services of its employees, and to preserve and protect such Seller's relationships with its employees, creditors, suppliers, customers and others having business relationships with it; and (ii) consult with Purchasers regarding all significant developments, transactions and proposals relating to the Business, the Related Business Assets or the operations of such Seller. (b) Sellers shall give Purchasers prompt written notice of (i) any Material Adverse Change which occurs between the date hereof and the Closing Date, or (ii) any development or event that occurs between the date hereof and the Closing Date which causes a breach of any of the representations and warranties in Article VII. Subject to Purchasers' right to terminate this Agreement pursuant to Section 11.1(d) by reason of such Material Adverse Change, development or event, the written notice pursuant to this Section 5.2(b) will be deemed to have (A) amended the Disclosure Schedule, and (B) qualified the representations and warranties contained in Article VII.
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Maintenance of Business and Notice of Changes. (a) Pending the Closing, Seller shall (i) use its best efforts to preserve and protect the goodwill, rights, properties and assets of its Business, to keep available to the Business and Purchaser the services of its employees, and to preserve and protect Seller's relationships with its employees, creditors, suppliers, customers and others having business relationships with it; and (ii) consult with Purchaser regarding all significant developments, transactions and proposals relating to the business or operations of Seller. (b) Seller shall give Purchaser prompt notice of any Material Adverse Change which may occur between the date hereof and the Closing Date.
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Related to Maintenance of Business and Notice of Changes

  • Maintenance of Business The Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(c)

  • Establishment and Maintenance of Records GRANTEE shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly: a. All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this AGREEMENT; and b. All other matters covered by this AGREEMENT. Such records shall be maintained in accordance with requirements now or hereafter prescribed by the CITY.

  • Maintenance of Books The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration of transfer of the Warrants.

  • Maintenance of Books and Records Fund Accountant will keep and maintain the following books and records of each Fund pursuant to Rule 31a-1 under the Investment Company Act of 1940 (the "Rule"): (i) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule; (ii) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(I) of the Rule; (iii) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and (iv) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Records I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

  • Audit and Inspection of Plants, Places of Business and Records (a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract. (b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records. The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State and its agents. (c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and inspection date. If the State suspects fraud or other abuse, or in the event of an emergency, the State is not obligated to provide any prior notice. (d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination of the State, is sufficient to constitute a breach by the Contractor under this Contract. The Contractor will remit full payment to the State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor in accordance with this Contract's Setoff provision. (e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same may be modified for any reason. The State may request an audit or inspection at any time during this period. If any Claim or audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved. (f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference. (g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party.

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Conduct of Business and Maintenance of Existence and Assets (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

  • Absence of Material Changes Without the prior written consent of BRI, the Management Company and each Stockholder shall not, as may be applicable: (a) Take any action to materially amend the Management Company's Certificate of Incorporation or By-laws; (b) Issue or transfer any stock, bonds or other corporate securities of the Management Company or grant any option or issue any warrant to purchase or subscribe to any of such securities or issue any securities convertible into such securities; (c) Incur any obligation or liability (absolute or contingent) relating to the business of the Management Company, except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (d) Sell, assign, or transfer any of the assets of the Management Company other than the Excluded Assets; (e) Merge or consolidate with any other entity or permit any other entity to merge into it; acquire any stock or partnership interests; effect any reorganization or recapitalization; or acquire any material assets of any other person, partnership, corporation or business organization; (f) Make any election or give any consent under the Code or the tax statutes of any state or other jurisdiction or make any termination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (g) Waive any rights of material value relating to the business of the Management Company; (h) Modify, amend, alter or terminate any of its management contracts or other material contracts; (i) Take or permit any act or omission constituting a breach or default under any Contract; (j) Fail to (i) preserve the possession and control of its assets and business, (ii) keep in faithful service its present officers and key employees, (iii) preserve the goodwill of its customers and others having business relations with it, and (iv) keep and preserve its business existing on the date hereof until the Closing Date provided that the Management Company and the Stockholders shall only be required to use reasonable efforts to perform the activities described in clause (i) through (iv) of this paragraph (j); (k) Fail to operate its business and maintain its books, accounts and records in the customary manner and in the ordinary or regular course of business and maintain in good repair its business premises, fixtures, machinery, furniture and equipment; (l) Except in its capacity as management agent pursuant to the management contracts, enter into any leases, contracts, agreements or understandings other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed $50,000 for each such lease, contract, agreement or understanding; or (m) Commit or agree to do any of the foregoing in the future.

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