Maintenance of Business and Preservation of Permits and Services Sample Clauses

Maintenance of Business and Preservation of Permits and Services. Except as expressly contemplated by this Agreement, Seller shall cause the Company and each Subsidiary to carry on its business, in the ordinary course consistent with past practice. Neither Parent nor Seller shall cause the Company or any Subsidiary to terminate an officer thereof or to diminish the duties or responsibilities of such officer.
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Maintenance of Business and Preservation of Permits and Services. The Sellers shall use their best efforts to cause the Company and the Subsidiaries, and the Company shall use its best efforts, to diligently carry on the business of the Company and the Subsidiaries in the ordinary course consistent with past practice (including, without limitation, past practice relating to cash management). The Sellers shall use their best efforts to cause the Company and each Subsidiary and the Company shall use its best efforts, to (i) preserve, protect and maintain all rights, properties and other assets necessary to permit the Company and each Subsidiary to conduct its business as presently conducted, (ii) to preserve their Material Contracts and material Permits in full force and effect, (iii) keep available the services of their present officers, employees, consultants and agents, (iv) maintain their present suppliers and customers and (v) preserve their goodwill. Sellers shall use their best efforts to prevent the Company and any Subsidiary from, and neither the Company nor any Subsidiary shall, close any of the retail stores currently in operation.
Sample 1
Maintenance of Business and Preservation of Permits and Services. Seller and the Company shall diligently carry on the Company's business, in the ordinary course consistent with past practice except as contemplated or required by this Agreement, or as otherwise agreed by the parties hereto. Seller and the Company shall use reasonable commercial efforts to: (i) preserve the Company's Material Contracts and material Permits in full force and effect, and (ii) preserve its goodwill.
Sample 1
Maintenance of Business and Preservation of Permits and Services. Seller shall use its best efforts to cause each of the Company and its Subsidiaries to carry on its respective business diligently in the ordinary course consistent with past practice. Seller shall use its best efforts to preserve the goodwill of each of the Company and its Subsidiaries, and, unless inconsistent therewith, to cause each of the Company and its Subsidiaries (i) to preserve its respective Contracts and material Permits in full force and effect, and (ii) to keep available the services of its respective present officers, employees, consultants and agents. Seller shall use its best efforts to deliver to Buyer the Final Financial Statements prior to Closing in accordance with the terms hereof.
Sample 1
Maintenance of Business and Preservation of Permits and Services. From the date hereof to the Closing Date, and except as contemplated or provided hereby or to the extent that GCFC and Buyer shall otherwise consent in writing, X'Xxxxxxx and Reserve shall: (a) operate Reserve and the Business substantially as previously operated and in the regular and Ordinary Course of Business consistent with past practices; (b) maintain Reserve's personal property and the Equipment in good working order and condition, reasonable wear and use excepted, and deliver such Equipment to Buyer on the Closing Date in such condition, and maintain all policies of insurance covering the Equipment in amounts and on terms substantially equivalent to those in effect on the date hereof; (c) take all steps reasonably necessary to maintain Reserve's rights in and to the Intellectual Property and other intangible assets of Reserve related to the Business; (d) comply with all Legal Requirements applicable to the conduct of the Business where the failure to so comply would have a Material Adverse Effect on the Business or the Equipment; (e) maintain the books and records in the usual, regular, and ordinary manner, on a basis consistent with past practices, and prepare and file all tax returns and amendments thereto required to be filed by Reserve after taking into account any extensions of time granted by any taxing authorities; (f) use commercially reasonable efforts to preserve the goodwill and patronage of the customers, employees and suppliers of the Business and others having a business relationship with Reserve; and (g) maintain all licenses and approvals necessary to conduct the Business and operations in accordance with applicable Law.
Sample 1

Related to Maintenance of Business and Preservation of Permits and Services

  • Maintenance of Permits Seller shall maintain in existence all licenses, permits and approvals, if any, in its name necessary or reasonably appropriate to the ownership, operation or improvement of the Property.

  • 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, 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.

  • Preservation, Maintenance, and Protection of the Property Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Xxxxxx has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Xxxxxx may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.

  • Maintenance of Licenses The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s duties and obligations under the Transaction Documents.

  • 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.

  • Operation and Maintenance of Properties The Borrower will, and will cause each of its Subsidiaries to: (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all material equipment, machinery and facilities. (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. (e) to the extent the Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

  • Compliance with laws; payment of Permits/Licenses All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

  • Construction and Maintenance There are on-going maintenance, renovation and construction projects taking place in and around the residences. The work typically takes place during regular business hours, but may begin earlier or extend into evenings or weekends. On-going construction or renovation projects will continue through midterm and final exam periods. The University will take measures to ensure that prudent construction practices are followed, but there may be noise, dust and temporary interruption of some services. Residents may be required to temporarily or permanently relocate to facilitate construction or renovation to their residence area. There will be no compensation or reduction to your residence fees due to disruption and/or relocation.

  • Operation and Maintenance Manuals Receipts for transmittal of Operation and Maintenance Manuals, Brochures and Data to the Design Professional (or Commissioning Agent) as required by Section 6.1.1.5.

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