Operation and Maintenance of the Business Sample Clauses

Operation and Maintenance of the Business. Prior to the Closing, unless disclosed on Schedule 6.1 or unless Buyer otherwise consents in writing, the Company will:
Sample 1
AutoNDA by SimpleDocs
Operation and Maintenance of the Business. (a) From the date hereof until the Closing or termination of this Agreement by its terms, Seller shall conduct the Business in the Ordinary Course of Business in substantially the same manner as previously conducted. (b) From the date hereof until the Closing or termination of this Agreement by its terms, except as otherwise contemplated by this Agreement or consented to in writing by Buyer, Seller shall not: (i) issue, sell or deliver shares of any of Seller’s Equity Securities or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of Seller’s Equity Securities; (ii) effect any recapitalization, reclassification, stock dividend, stock split or like change in Seller’s capitalization; (iii) amend Seller’s organizational documents; (iv) make any redemption or purchase of any shares of any member of Seller’s Equity Securities; (v) declare or pay any non-cash dividend or make any other non-cash distribution to Seller’s members or equityholders whether or not upon or in respect of any shares of Seller’s Equity Securities; (vi) incur any Indebtedness; (vii) permit, allow or suffer any of Seller’s assets to become subjected to any Lien (other than Permitted Liens) other than in the Ordinary Course of Business; (viii) except as contemplated by this Agreement, cancel any Indebtedness of Seller that is material individually or in the aggregate or waive any claims or rights of substantial value; (ix) make any change in any method of financial accounting or accounting practice or policy other than those required by GAAP; (x) write off as uncollectable any notes or Accounts Receivable; (xi) commit to pay any bonus or other amount not previously required to be paid, or increase or accelerate the due date of compensation, to any officer, director, agent, employee or consultant of Seller; (xii) accelerate any monies due to or payable by Seller (including Accounts Receivable of Seller); (xiii) acquire by merging or consolidating with, or by purchasing any of the assets of, or by any other manner, any Person or division thereof or otherwise acquire any assets (other than in the Ordinary Course Business) that are material; (xiv) make any capital expenditure commitments which, in the aggregate, exceed $50,000 and are outside the Ordinary Course of Business, other than maintenance capital expenditures consistent with Seller’s budget; (xv) sell, lease, license or otherwise dispose of any of Se...
Sample 1
Operation and Maintenance of the Business. Prior to the Rights Offering Closing, except as expressly contemplated by this Agreement (including the actions required to be taken to comply with the Interim Operating Plan), permitted by Section 5.12(b), set forth in Section 5.1 of the Disclosure Letter or unless the Sponsor otherwise consents in writing (such approval or consent not to be unreasonably withheld, conditioned or delayed), the Company shall and shall cause its Subsidiaries to:
Sample 1
Operation and Maintenance of the Business. 11 6.2 Negative Covenants of the Company 12 6.3 Information 13 (a) Interim Reports 13 (b) Access 13 (c) Exclusivity 13
Sample 1
Operation and Maintenance of the Business. 5.2 Negative Covenants 5.2(k) Existing Sale Contracts 5.2(p) Company Capital Expenditure Budget 5.2(r) Branch Closure Applications 6.6(e) Indemnification Premiums 7.6(d) Employees and Employee Benefits
Sample 1
Operation and Maintenance of the Business. (a) Through the Commencement Date. From the date of this Agreement through the Commencement Date, unless the Buyer otherwise consents in writing, the Companies will conduct the business and operations of the Stations only in the Ordinary Course.
Sample 1
Operation and Maintenance of the Business. (a) From the date hereof until the Closing or termination of this Agreement by its terms, Seller shall conduct the Business in the Ordinary Course of Business in substantially the same manner as previously conducted.
Sample 1
AutoNDA by SimpleDocs
Operation and Maintenance of the Business. From the date of this Agreement through the Closing Date, unless Buyer otherwise consents in writing, Seller will:
Sample 1
Operation and Maintenance of the Business 
Sample 1

Related to Operation and Maintenance of the Business

  • Operation and Maintenance 17.1 O&M obligations of the Concessionaire

  • Operation and Maintenance of Properties The Borrower, at its own expense, will, and will cause each Subsidiary to:

  • OPERATION AND MAINTENANCE OF COMMON AREAS During the Term, Landlord shall operate all Common Areas within the Building and the Project. The term “Common Areas” shall mean all areas within the Building, Project and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space.

  • Prosecution and Maintenance Each party retains the sole right to protect at its sole discretion the Intellectual Property and Technology owned by such party, including, without limitation, deciding whether to file and prosecute applications to register patents, copyrights and mask work rights included in such Intellectual Property, whether to abandon prosecution of such applications, and whether to discontinue payment of any maintenance or renewal fees with respect to any patents included in such Intellectual Property.

  • Installation and Maintenance of Meters The Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

  • Support and Maintenance Where Licensee purchases support and/or maintenance services, Licensee’s initial support and/or maintenance term will begin upon delivery to Licensee of the Licensed Software and continue for one (1) year thereafter (or the length of the term if less than a year for any subscription/term license) unless otherwise specified in the applicable annual support and/or maintenance agreement, Product Order, or other written agreement executed between Licensor and Licensee. Where Licensee purchases support and/or maintenance for any Licensed Software, Licensee hereby agrees that it shall purchase such support and/or maintenance services for all of Licensee’s licensed units of such Licensed Software product. Support and/or maintenance services provided by Licensor will be subject to Licensor’s then current applicable standard annual support and/or maintenance agreement unless otherwise agreed by the parties in writing.

  • Repairs and Maintenance The Tenant shall (a) take good care of the Apartment and all equipment and fixtures in it; (b) promptly make all necessary repairs and replacements whenever the need results from the Tenant's act of neglect or the neglect of Tenant’s family members, guests, visitors or contractors (if consented to by Landlord); (c) keep the Apartment and any other part of the building used by the Tenant as clean and safe as possible; and (d) promptly notify the Landlord when there are conditions which need repair. Landlord shall have a reasonable amount of time to make repairs. Tenant shall be responsible for reimbursing the Landlord for the cost of any repairs that are not "normal wear and tear" repairs, any such costs shall be considered additional rent; (e) shall not attach to, hang from or place anything on the railings of the patio or deck; and ( f ) Tenant agrees not to install any partition walls. No outside contractor is authorized to perform any services at the Apartment or apartment complex unless approved in writing by a representative of the Landlord. If Tenant contracts for any such services without written consent of the Landlord, Tenant shall be wholly responsible for the payment for any such service and shall hold the Landlord harmless against any claim made by a contractor who performs any such service at the request of the Tenant. Tenant shall also be responsible for returning the apartment back to its original condition, or else shall be liable to the Landlord for the costs incurred for the Landlord to do so after Tenant vacates.

  • USE AND MAINTENANCE (a) Lessee shall (1) use the Equipment solely in the continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (ii) the requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (iv) all applicable laws, and (v) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the location of any Equipment (or the location of the principal garage of any Equipment, to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by new or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be made by Lessee. Title to all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or from time to time attached to the Equipment, if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in this Section, Lessee shall not make any material alterations to the Equipment that diminishes its use or value. (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any reasonable time during normal business hours; provided, however, if a Default or Event of Default shall have occurred and then be continuing, no notice of any inspection by Lessor shall be required. If any discrepancies are found as they pertain to the general condition of the Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall then have thirty (30) days to rectify these discrepancies at its sole expense. Lessee shall pay all expenses of a re-inspection by Lessor’s appointed representative, if corrective measures were required.

  • Repairs; Maintenance and Compliance Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement. Borrower shall notify Lender in writing within two (2) Business Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

  • Information Systems Acquisition Development and Maintenance Security of System Files. To protect City Information Processing Systems and system files containing information, Service Provider will ensure that access to source code is restricted to authorized users whose specific job function necessitates such access.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!