Operation of the Seller Sample Clauses

Operation of the Seller. The Seller shall: (1) be a limited purpose, limited liability company whose primary activities are restricted pursuant to its certificate of formation and operating agreement; (2) not engage in any action that would cause the separate legal identity of the Seller not to be respected, including, without limitation, (a) holding itself out as being liable for the debts of any other party or (b) acting other than through its duly authorized agents; (3) not be involved in the day-to-day management of Alliance; (4) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by the Seller in connection with the issuance of the Notes or as otherwise permitted by the Insurer; (5) act solely in its own name in the conduct of its business, including business correspondence and other communications, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (6) maintain separate company records and books of account, deposit accounts (and funds therein) or other assets and shall not commingle its deposit accounts (and funds therein) with the deposit accounts (and funds therein) of any entity; (7) not engage in any business or activity other than in connection with or relating to its certificate of formation and operating agreement; (8) not form, or cause to be formed, any subsidiaries (other than the Issuer); (9) comply with all restrictions and covenants in, and shall not fail to comply with the limited liability company formalities established in, its certificate of formation and operating agreement; (10) manage its day-to-day business without the involvement of Alliance except pursuant to its obligations as Servicer; (11) maintain a separate office from that of Alliance, which may be located on Alliance's premises; (12) not act as an agent of Alliance; (13) maintain at all times two independent managers as required by its articles of organization and operating agreement; (14) ensure that, to the extent that it shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees; (15) ensure that, to the extent that it jointly contracts with any of its stockholders or Affiliates to do busines...

Operation of the Seller. During the Pre-Closing Period: (a) the Seller (i) shall not (A) have any meeting with a Regulatory Authority relating to Aeroquin or (B) subject to the final paragraph of this Section 5.2, file any correspondence or otherwise communicate with a Regulatory Authority or any other Person, including patients, physicians, clinical research organizations or others involved in clinical trials; and (ii) shall promptly notify Parent and/or the Purchaser in writing upon the receipt by the Seller of any notice or other communication, whether written or oral, from any patent office or other Governmental Body that requires any action to be taken within 180 days after the Original Agreement Date (it being understood that all notifications required pursuant to this clause “(a)(ii)” may be given by way of electronic mail); (b) the Seller shall not amend or permit the adoption of any amendment to any of the Seller Organizational Documents; (c) the Seller shall not (i) enter into any Contract, (ii) take any action or omit to take any action if such action or omission would reasonably be expected to result in any of the Transferred Assets becoming bound by any Contract or (iii) amend or prematurely terminate, or waive or relinquish any right or remedy under, any Transferred Contract, and, unless otherwise requested in writing by Parent and/or the Purchaser, the Seller shall use all reasonable efforts to cause any Transferred Contract that would otherwise terminate or expire during the Pre-Closing Period to be extended; (d) the Seller shall not (i) sell or otherwise dispose of, or lease or license, any Transferred Asset or any Reversionary Asset Right or any interest in any Transferred Asset or any Reversionary Asset Right to any other Person or (ii) permit or take any action that would reasonably be expected to cause any Transferred Asset or any Reversionary Asset Right to become subject to any Encumbrance (except for Permitted Encumbrances); (e) the Seller shall not commence (or threaten to commence) or settle any Legal Proceeding; (f) the Seller shall not commence, sponsor, participate in or provide funding for any clinical trial; (g) the Seller shall not perform any acts with respect to Patent applications or take any actions involving the United States Patent and Trademark Office; (h) the Seller shall not take any action outside the ordinary course of business or inconsistent with past practices; and (i) the Seller shall not agree or commit to take any of the actions des...

Operation of the Seller. (1) Following the Closing Date, Xxxx Xxxx shall pay all Accounts Payable and its other creditors in existence as of the Closing Date on a timely basis, but in no event, later than the day such Accounts Payable or other amounts are due. (2) At the request of Xxxx Xxxx, the Purchaser shall use commercially reasonable efforts to cooperate in the collection of Xxxx Xxxx 's Accounts Receivables. (3) Xxxx Xxxx shall not commence any legal action, of any form whatsoever, against any customers of its business (as of the Closing Date or within the last 2 years prior to the Closing Date) without the Purchaser's prior written consent, which consent shall not be unreasonably withheld.

Operation of the Seller. Except as specifically contemplated in this Agreement, from the date of this Agreement through the Closing Date, the Seller will be operated only in the ordinary course, and, in particular, the Seller, without the prior written consent of Hypercom, will not: (a) cancel or permit any material insurance to lapse or terminate, unless renewed or replaced by like coverage;

Operation of the Seller. Until the first (1st) anniversary of the Closing Date, the Seller hereby covenants and agrees not to, and Xxxxxxx hereby covenants and agrees to cause the Seller not to, (a) liquidate or dissolve, (b) make any distribution of assets to any of its shareholders unless the Seller retains at least One Million Nine Hundred Thousand Dollars ($1,900,000) of Book Value after such distribution, or (c) sell, transfer or otherwise dispose of, or allow the attachment of any Liens in excess of One Million Two Hundred Thousand Dollars ($1,200,000) in the aggregate to, the Owned Real Property, provided, that the Owned Real Property (i) may be sold during such period if all of the proceeds of such sale are retained in the Seller (without any Lien on such proceeds) until the first anniversary of the Closing Date, and (ii) shall be sold by the Company to a third party in an arms-length transaction as quickly as reasonably possible at fair market value, and Xxxxxxx shall cause such sale to occur, if prior to the first anniversary of the Closing, the Buyer incurs Losses pursuant to Paragraph 10.1 or Paragraph 10.2, below, in excess of the cash held by the Seller as of the date the Buyer delivers the Claims Notice relating to such Losses. For purposes of this Paragraph 8.8, the “Book Value” of the Seller shall mean, as of any valuation date, the excess of the fair market value of the Seller’s assets over its liabilities (which liabilities shall include any Liens on the assets), and “fair market value” shall mean the price at which a prudent Buyer would purchase the applicable assets from the Seller without compulsion as of the valuation date. If the Buyer and the Seller disagree with respect to the computation of Book Value at any time, they should promptly retain a mutually agreeable appraiser to determine Book Value as of the applicable time, which determination shall be binding hereunder. Seller shall, and Xxxxxxx shall cause Seller to, pay all of the Cash Purchase Price received by the Seller (net of any distributions paid by the Seller to its shareholders in an amount equal to the income Tax incurred by such shareholders as a result of the Seller’s receipt of the Cash Purchase Price paid) as promptly as it is received to M&I Bank in partial payment of its secured mortgage loan and secured letter of credit both of which are secured by a mortgage on the Owned Real Property. Notwithstanding the foregoing, until the third (3rd) anniversary of the Closing, in the event the Sel...

Operation of the Seller. Except as contemplated in Schedule 4.1 or elsewhere in this Agreement or as otherwise approved by the Purchaser or Checkpoint in writing, during the period from the date hereof to the Closing, the Seller shall, and TAF shall cause the Seller to, conduct its business and operations only in the ordinary course of its business and keep its records and accounting books in accordance with Japanese GAAP consistently applied to the Seller. The Seller shall not enter into any new transactions other than those related to the Transferred Business.

Related to Operation of the Seller

Organization of the Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
Authorization of the Servicer (a) Each of the Borrower, each Managing Agent, on behalf of itself and the related Lenders, the Administrative Agent and each Hedge Counterparty hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge of the Transferred Loans to the Lender, each Hedge Counterparty, and the Collateral Custodian, in the determination of the Servicer, to collect all amounts due under any and all Transferred Loans, including, without limitation, endorsing any of their names on checks and other instruments representing Collections, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Transferred Loans and, after the delinquency of any Transferred Loan and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Originator could have done if it had continued to own such Loan; provided, however, that the Servicer may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Borrower shall furnish the Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the collectibility of the Transferred Loans. In no event shall the Servicer be entitled to make the Borrower, any Lender, any Managing Agent, any Hedge Counterparty, the Collateral Custodian or the Administrative Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent. (b) After an Early Termination Event has occurred and is continuing, at the Administrative Agent’s direction, the Servicer shall take such action as the Administrative Agent may deem necessary or advisable to enforce collection of the Transferred Loans; provided, however, that the Administrative Agent may, at any time that an Early Termination Event has occurred and is continuing, notify any Obligor with respect to any Transferred Loans of the assignment of such Transferred Loans to the Administrative Agent and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any servicer, collection agent or lock-box or other account designated by the Administrative Agent and, upon such notification and at the expense of the Borrower, the Administrative Agent may enforce collection of any such Transferred Loans and adjust, settle or compromise the amount or payment thereof. The Administrative Agent shall give written notice to any Successor Servicer of the Administrative Agent’s actions or directions pursuant to this Section 7.3(b), and no Successor Servicer shall take any actions pursuant to this Section 7.3(b) that are outside of its Credit and Collection Policy.
Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.
Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.
Description of the Services 1.1 The scope of the service to be rendered is described more fully in the Annexures and Schedules referred to below: ❑ Annexure A – Scope / Specification ❑ Annexure C – Pricing Schedule The Deliverables, due for completion by and governed by this Schedule 1. In the event that the Service Provider fails to meet the delivery dates as agreed, the following penalties will be imposed:
Activities of the Subadviser Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Subadviser's right, or the right of any of the Subadviser's directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.
Provision of the Services The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).
ACTIVITIES OF THE SUB-ADVISER The services of the Sub-Adviser to the Funds are not to be deemed to be exclusive, the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser (for purposes of this Article IV referred to as "affiliates") being free to render services to others. It is understood that directors, officers, employees and shareholders of the Funds are or may become interested in the Sub-Adviser and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may become interested in the Funds as directors, officers and employees.
Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.
CONTINUING OBLIGATION OF THE SELLER SLM ECFC shall provide all reasonable assistance necessary for Funding to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period SLM ECFC owned the related Purchased Loan, or (b) a payment made or alleged to have been made to SLM ECFC. Further, SLM ECFC agrees to reasonably cooperate in the preparation and filing of any financing statements at the request of Funding in order to reflect Funding’s interest in the Loans.

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