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Operations of the Seller Sample Clauses

Operations of the Seller. Except as disclosed in SCHEDULE 3.31, since the Balance Sheet Date: (i) Seller has used its best efforts to preserve the business organization of the Seller intact, to keep available to the Business the Employees, and to preserve its present relationships with suppliers, Customers and others having business relationships with it; (ii) Seller has maintained its existing insurance as to the Business and the Assets, and otherwise maintained and operated the Business in a good and businesslike manner in accordance with good and prudent business practices; (iii) Seller has not entered into any agreement or instrument which would constitute an encumbrance of the Assets, which would bind Buyer, the Seller or the Assets after Closing, other than in the ordinary course of business, or which would be outside the normal scope of maintaining and operating the Business and the Assets in the ordinary course of business; (iv) Seller has performed all of the Seller's material obligations under all Contracts and commitments applicable to the Seller, the Business, and the Assets, and has maintained the Seller's Books and Records in the usual, regular and customary manner; (v) to the best of Seller's Knowledge, the Seller has complied with all statutes, laws, ordinances and regulations applicable to the Seller, the Assets, and the conduct of the Business; (vi) Seller has not removed or disposed of, nor permitted the removal or disposal of, any Assets unless such Assets were replaced with an item of at least equal value that is properly suited for its intended purpose; (vii) Seller has paid all bills and other payments due with respect to the ownership, use, insurance, operation and maintenance of the Business and the Assets in the usual, regular and customary manner consistent with its prior practices, and has taken all action necessary or prudent to prevent liens or other claims for the same from being filed or asserted against any part of the Assets; and (viii) all revenues received by the Seller relating to the Business have been deposited in the Seller's account relating to the Business.
Operations of the Seller. Except as set forth on Schedule 3.21, since December 31, 1999, the Seller has conducted the Business and operated the Assets, taken as a whole, only in the ordinary course consistent with past practice and has used reasonable efforts to preserve its relationships with its customers and suppliers, and has not, in connection with or relating to the Business or the Assets: (1) except for short-term bank or intra-company borrowings in the ordinary course of business, incurred, assumed or guaranteed any indebtedness or obligations for borrowed money, or modified the terms of any outstanding indebtedness (other than immaterial modifications made in the ordinary course of business); (2) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (3) entered into or modified any employment agreements, made any wage or salary increase or bonus or incentive compensation increase, or any payment or commitment to pay any severance or termination pay to any of its officers, directors or employees or adopted, amended, modified or terminated any Benefit Plan; (4) except for intra-company advances made in the ordinary course of business, made any loan or advance to any of its shareholders, officers, directors or employees (other than travel advances made in the ordinary course of business), or made any other loan or advance to any person; (5) except for materials and equipment acquired in the ordinary course of business, made any acquisition of all the capital stock or business of any other person; (6) sold, leased, transferred, assigned, mortgaged, pledged, encumbered or otherwise subjected to Lien any of its Assets (other than the disposition of obsolete or unusable property in the ordinary course of business); (7) made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business; (8) experienced any material damage, destruction or loss (whether or not covered by insurance) from fire, flood, explosion or other casualty; (9) engaged in any transaction other than in the ordinary course of business; or (10) entered into any agreement, contract, commitment or arrangement to do any of the foregoing.
Operations of the Seller. Any operations of the Seller on Buyer’s premises shall be contained to areas authorized by the Buyer. Seller shall clean the premises to Xxxxx’s satisfaction.
Operations of the Seller. Except as set forth on Schedule 4.11 of the Seller Disclosure Schedule, since December 31, 2017, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Seller Parties Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.11 of the Seller Disclosure Schedule, since December 31, 2017, no Seller Party has: (a) sold, leased, transferred, or assigned any of its material assets; (b) entered into any Material Contract outside the Ordinary Course of Business; (c) accelerated, terminated, made material modifications to, or cancelled any Material Contract in any material respect; (d) transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Seller Intellectual Property Right, other than in the Ordinary Course of Business; (e) incurred any Indebtedness or incurred or become subject to any material liability, except current liabilities incurred in the Ordinary Course of Business and Liabilities under Contracts (other than liabilities for breach) entered into in the Ordinary Course of Business; (f) suffered any extraordinary losses or waived any rights of material value, whether or not in the Ordinary Course of Business; (g) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; or (h) committed to do any of the foregoing actions.
Operations of the Seller. Greenwood has operated its business in the ordinary course and consistent with past practice and it has not: 4.11.1 materially changed, or agreed to materially change, any of its business policies or practices relating to or affecting the Member Interests, including, without limitation, advertising, marketing, pricing, purchasing, personnel, exchanges, returns, budget or product acquisition policies or practices; 4.11.2 suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, business, operations or conditions (financial or otherwise) of Greenwood relating to the company's business; or 4.11.3 except in the ordinary course of Greenwood's, entered into, or agreed to enter into, any other material contract or other agreement or other material transaction relating to the Member Interests.
Operations of the SellerThe Seller was formed solely for the purpose of reorganizing Holdings and engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted operations only incident to its formation and performance obligations under this Agreement.
Operations of the Seller. Except as set forth on Schedule 4.27, since the Balance Sheet Date the Seller has not: (a) waived any material right under any Contract or other agreement of the type required to be set forth on any Schedule; (b) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (c) materially changed any of its business policies, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (d) made any acquisition of all or any part of the properties, capital stock or business of any other Person; (e) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract or other agreement that is or was material to the Condition of the Business; (f) amended its Certificate of Incorporation, or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its ownership interests or any shares of its capital stock or changed or agreed to change in any manner the rights of its ownership interests or the character of its business; (g) made any material capital expenditures (or series of related capital expenditures) outside the ordinary course of business; (h) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; or (i) engaged in any other material transaction other than in the ordinary course of business.
Operations of the Seller. Except as set forth on Schedule 4.10, since February 5, 2015, through the date of this Agreement, there has not been any change, event or condition of any character that has had or would reasonably be expected to have a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.10, since February 5, 2015, the Seller has taken no action (nor committed to take any action) that would be prohibited (nor failed to take any action that would be required) by Section 6.2 hereof if such action (or commitment) were taken (or failed to be taken) after the date of this Agreement and prior to Closing.
Operations of the Seller. Global Energy has operated its business in the ordinary course and consistent with past practice and it has not: 4.11.1 materially changed, or agreed to materially change, any of its business policies or practices relating to or affecting the Member Interests, including, without limitation, advertising, marketing, pricing, purchasing, personnel, exchanges, returns, budget or product acquisition policies or practices; 4.11.2 suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the assets, properties, business, operations or conditions (financial or otherwise) of Global Energy relating to the company’s business; or 4.11.3 except in the ordinary course of Global Energy, entered into, or agreed to enter into, any other material contract or other agreement or other material transaction relating to the Member Interests.

Related to Operations of the Seller

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Obligations of the Sponsor The Sponsor agrees to provide the Asset Representations Reviewer with the following: • Reasonable access to the Sponsor; • Complete AUPs; • Required Documents; and • Other related information reasonably requested by the Asset Representations Reviewer to perform the Services hereunder.

  • OBLIGATIONS OF THE SUPPLIER In addition to the Article 4.2 of the GPC, it is specified that:

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Interim Operations of the Company Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following: (a) except for Shares to be issued or delivered pursuant to the exercise of Options or Warrants, the settlement of RSUs or the lapsing of forfeiture restrictions of Restricted Stock Awards, each outstanding on the date hereof or the issuance of the shares of capital stock of any Subsidiary to the Company, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other encumbrance of (i) any shares of its capital stock of any class or any other ownership interest, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock or any other ownership interest, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any other ownership interest or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock or any other ownership interest (including “phantom” rights and stock appreciation rights), or (ii) any other securities of the Company and its Subsidiaries in respect of, in lieu of, or in substitution for, Shares outstanding on the date hereof; (b) redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, any outstanding Shares, Options, Warrants or other securities of the Company or any of its Subsidiaries; provided, however, that the Company may (i) withhold Shares to satisfy Tax obligations with respect to Options, Restricted Stock Awards and RSUs granted prior to the date hereof pursuant to the Equity Plans or the Assumed Subsidiary Equity Plans and (ii) acquire Shares in connection with the surrender of Shares by holders of Options or Warrants in order to pay the exercise price of the Options or Warrants; (c) grant any Options, Restricted Stock Awards, RSUs or other equity-based awards or grant any options to purchase Shares under the Company’s 2007 Employee Stock Purchase Plan; (d) split, combine, subdivide or reclassify any Shares or declare, set aside for payment or pay any dividend in respect of any Shares or otherwise make any payments or distributions to stockholders of the Company or of any of its Subsidiaries that is not wholly owned (directly or indirectly) by Company in their capacity as such; (e) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than the Merger; (f) acquire (i) by purchase, merger or otherwise, any business or equity interest of any Person or (ii) any asset or assets, except for purchases of components, raw materials or supplies in the ordinary course of business consistent with past practice or as permitted under Section 6.1(m); (g) sell, lease, license, mortgage, sell and leaseback or otherwise encumber or dispose of any of its properties or other assets or any interests therein, except for sales of inventory and used equipment in the ordinary course of business consistent with past practice; (h) incur any indebtedness for borrowed money in addition to that incurred as of the date of this Agreement or guarantee any such indebtedness or make any loans, advances or capital contributions to, or investments in, any other Person, other than to the Company and its wholly owned Subsidiaries, and other than to employees in respect of travel or other related expenses in the ordinary course of business consistent with past practice; (i) except as required by Law or except as required by the terms of a Benefit Plan in effect as of the date of this Agreement, (i) enter into an employment agreement with any Person or grant to any Person any right to severance, retention, change in control or termination compensation or benefits, or increase any Person’s rights thereto, (ii) grant any current or former director, officer or employee of the Company or any of its Subsidiaries, any increase in compensation other than, with respect to Persons who are not directors or officers and do not report directly to the Company’s President and Chief Operating Officer, ordinary course annual increases consistent with past practice, (iii) enter into, adopt, amend or terminate any collective bargaining agreement or employee benefit plan, program, policy, arrangement or agreement, or (iv) terminate the employment of or hire any Person whose annual compensation exceeded or is reasonably expected to exceed $100,000; (j) except as required by any Benefit Plan in accordance with its terms as of the date of this Agreement, take any action to fund or in any other way secure the payment of compensation and benefits under any Benefit Plan, take any action to accelerate the vesting or payment of any compensation or benefits under any Benefit Plan or materially change any assumption used to calculate funding obligations with respect to any Benefit Plan or change the manner in which contributions to any Benefit Plan are made or the basis on which such contributions are determined; (k) change any of the accounting methods used by the Company or its Subsidiaries unless required by GAAP or applicable Law; (l) amend the Company’s certificate of incorporation or the Company’s bylaws or other comparable charter or organizational documents of any Subsidiary of the Company, except as may be required by applicable Law and except for immaterial amendments under the charter or organizational documents of any Subsidiary of the Company; (m) authorize or make any commitment with respect to, any capital expenditure or other expenditures (including in respect of research and development), other than those which, individually, are less than or equal to $200,000 or, in the aggregate, are less than or equal to $1,000,000; (n) (i) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reserved against in the most recent Financial Statements of the Company included in the Filed SEC Documents (for amounts not in excess of such reserves) or incurred since the date of such Financial Statements in the ordinary course of business consistent with past practice, (ii) cancel any indebtedness, (iii) waive or assign any claims or rights of substantial value, (iv) waive any benefits of, or agree to modify in any respect, or, subject to the terms hereof, fail to enforce, or consent to any matter with respect to which consent is required under, any standstill or similar contract to which the Company or any of its Subsidiaries is a party or (v) waive any material benefits of, or agree to modify in any material respect, or, subject to the terms hereof, fail to enforce in any material respect, or consent to any matter with respect to which consent is required under, any material confidentiality or similar contract to which the Company or any of its Subsidiaries is a party; (o) waive the benefits of, or agree to modify in any material manner, any material confidentiality agreement or any standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (p) except as required by applicable Tax Law, prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (q) sell, transfer or license to any person or modify any rights (i) to any material Company Intellectual Property Rights, except in the ordinary course of business consistent with past practice, or (ii) to distribute, license or co-promote any product of the Company or any of its Subsidiaries (including products under development and products licensed by the Company or any of its Subsidiaries); (r) enter into any material joint venture or partnership; (s) engage in any transactions, agreements, arrangements or understandings with any Affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (t) otherwise manage its working capital in a manner other than in the ordinary course of business consistent with past practice; (u) (i) enter into, amend, renew, modify or consent to the termination of (other than a termination in accordance with its terms) any Material Company Contract over $250,000 or Contract over $250,000 that would be a Material Company Contract if in effect on the date of this Agreement or (ii) amend, waive, modify, fail to enforce or consent to the termination of (other than a termination in accordance with it terms) its material rights thereunder; (v) create any Subsidiary; or (w) enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Obligations of the Service Provider 3.1. The Service Provider undertakes to provide the services as set out online within the dedicated Hoople Schools portal to this Agreement (the ‘Services’), in consideration of the payment as set out in the dedicated Hoople Schools portal. The Service Provider has undertaken Payment calculation based on the following terms: 3.1.1. payment for services relating to employee numbers has been calculated based on the number of employees at each Establishment as at January 2020. Included in the calculation is a 5% tolerance. If employee numbers rise above this 5% tolerance Hoople reserves the right to charge incremental fees 3.1.2. payment for the Payments Management service has been based on the number of payment vouchers raised in 2018/19, within a 10% tolerance level. The Service Provider reserves the right to increase pricing if volumes increase by more than the stated tolerance level 3.1.3. should the Establishment request an additional service during the duration of the term, the Service Provider reserves the right to charge the full, annual cost of the requested service 3.1.4. payment for services relating to pupil numbers has been calculated based on the number of pupils at each Establishment as at October 2019. Included in the calculation are sixth form and nursery pupil numbers, where applicable 3.1.5. The Service Provider will provide digital order confirmation of the services ordered and associated fees by means of the functionality of the Hoople Schools portal 3.2. Should the Establishment request and the Service Provider agrees to provide services additional to those specified within the schools buying portal order, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement, the additional services shall be deemed to be included within the definition of Services. 3.3. The Services shall be carried out by the Service Provider with all reasonable skill and care, and in full compliance of relevant established current professional standards. The Service Provider undertakes to provide a detailed service level agreement (SLA), outlining the responsibilities of both parties with regard to each service. The SLA for each service will be provided as a downloadable document on the Hoople Schools portal. 3.4. The Service Provider shall indemnify the Establishment from all claims, actions or demands made by third parties against the Establishment, and all liabilities of the Establishment to third parties (collectively ‘Third Party Liabilities’) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Establishment either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Establishment or of any person for whom the Establishment is responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any terms of this Agreement, including without limitation, clause

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees as follows: A. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.

  • 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.