Ordinary Course and No-Leakage Sample Clauses

Ordinary Course and No-Leakage. Covenants Except (i) for matters set forth in Schedule 6.1, (ii) otherwise specifically indicated in or expressly permitted by this Agreement, (iii) as may be required by applicable Law, or (iv) to the extent Parent shall otherwise consent in the manner set forth below (Clauses (i) through (iv) above shall be collectively referred to as the “Exclusions”), from the date of this Agreement until the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in the ordinary course and consistent with past practice, in compliance in all material respects with all applicable Legal Requirements. Without limiting the generality of the foregoing, without the prior written consent of Parent and except for the Exclusions, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall observe the covenants set out in Exhibit 6.1. Parent shall provide its decision on whether to consent to the relevant matter (which consent shall not be unreasonably withheld) in writing (including by e-mail or fax) within two (2) Business Days following a request made by the Company in writing (including by e-mail or fax) to the address set forth in Section 16.3.1 below. Parent shall be deemed to have provided its consent if no such decision has been communicated to the Company within such period. 6.2
Sample 1
AutoNDA by SimpleDocs

Related to Ordinary Course and No-Leakage

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Past Practices (a) The Parties recognize the Employer’s full right to direct the work force and to issue work orders and rules and that these rights are diminished only by the law and this Agreement, including arbitrator’s awards which may evolve pursuant to this Agreement, or for temporary employees, decisions resulting from dispute resolution procedures which may evolve pursuant to this Agreement.

  • Streamcourse Protection “Streamcourses” that are subject to provisions of this Section are shown on Sale Area Map. Unless otherwise agreed, the following measures shall be observed to protect Streamcourses:

  • Past Practice The parties agree that all past practices and other understandings between the parties not expressly memorialized and incorporated into this Agreement shall no longer be enforceable.

  • Occupational First Aid Requirements and Courses (a) The Union and the Employer agree that First Aid Regulations made pursuant to the Workers' Compensation Act shall be fully complied with.

  • STRIKES, LOCKOUTS AND PICKET LINES The Union agrees that during the life of this Agreement, the Union or its bargaining unit members will not authorize, instigate, aid or engage in any work stoppage, slowdown, sickout, refusal to work, picketing or strike against the Employer and/or the Agency, its goods, property or on its property. The Agency agrees that during the life of this Agreement there will be no lockout. Upon notification confirmed in writing by the Employer to the Union that certain bargaining unit members covered by this Agreement are engaging in strike activity in violation of this Article, the Union shall advise such striking employees in writing, with a copy to the Department of Administrative Services, to return to work immediately. Such notification by the Union shall not constitute an admission that it has caused or counseled such strike activity.

  • Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not been found to be liable for such practices in such proceedings.

  • Federal Requirements Pertaining to Grants and Subrecipient Agreements A. Requirement to Have a Single Audit: In the case that this Agreement is a Grant that is funded in whole or in part by federal funds, the Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report isrequired. For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends $500,000 or more in federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A-133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the subrecipient expends $750,000 or more in federal assistance during its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrecipient Annual Report is required to be submitted within 45 days, whether or not a Single Audit is required.

  • Ethical Business Practices The Contractor shall work in partnership with the State to ensure a successful and valuable contract, and ethical practices are required of State employees, Contractors, and all parties representing the Contractor. All work performed under this Contract will be subject to review by the Inspector General of the State of Florida, and any findings suggesting unethical business practices may be cause for termination or cancellation.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures.

Time is Money Join Law Insider Premium to draft better contracts faster.