Required Conduct. As per 43 TAC §10.101, Subrecipients are required to:
i. Disclose Conflict of Interest. Disclose to the department in writing the existence of a conflict of interest involving an agreement between the entity and the department and adequately remedy the conflict:
a. Before the effective date of the agreement; or
b. If the conflict of interest arises after the effective date of the agreement, within five
Required Conduct. Indemnification is permissible under this Section only if (i) the subject party conducted himself in good faith, (ii) the subject party reasonably believed that his conduct was in or at least not opposed to the Company’s best interest; and (iii) in the case of a criminal proceeding, the subject party had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, demonstrative or sufficient to create a presumption that the individual did not meet the standard of conduct described in this subsection.
Required Conduct. As per 43 TAC §10.101, Subrecipients are required to:
Required Conduct. At all times during the period commencing upon the date hereof and terminating upon the latest to occur of the Florida Second Closing and the Georgia Second Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 9.1, except to the extent the Purchasers shall otherwise consent in writing or shall take actions at variance pursuant to the Management Agreement, the Seller Companies shall conduct the operations of the Business and operate the Purchased Assets in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, each Seller Company shall, pursuant and subject to the terms of the Management Agreement, prior to the First Closing or the applicable Second Closing, as the case may be:
(i) use its reasonable best efforts to maintain the Purchased Assets and any other assets which the Seller Companies or their Affiliates will utilize to provide services to the Purchasers in accordance with the Management Agreement or under Section 2.7 of this Agreement in good operating condition and repair in accordance with past practices;
(ii) maintain its corporate existence;
(iii) use its reasonable best efforts to (w) preserve the organization of the Business intact, and (x) preserve intact the goodwill of the Business, (y) retain all Business Licenses, and (z) preserve the existing contracts, business and goodwill of the customers, suppliers, personnel and others having business relations with the Business;
(iv) use its reasonable best efforts to protect the Intellectual Property and Proprietary Rights included in the Purchased Assets or licensed to the Purchasers under Section 2.1(f) in a manner consistent with past practice;
(v) maintain the books, accounts and records of the Business in accordance with prior practice;
(vi) pursuant and subject to the Management Agreement, maintain in effect all Business Insurance Policies held by them or on their behalf relating to the Business or the Purchased Assets, naming the Purchasers as additional insureds thereunder;
(vii) use its best efforts pursuant and subject to the terms of this Agreement to obtain all consents from third parties which are required to consummate the transactions contemplated by this Agreement;
(viii) pursuant and subject to the Management Agreement, pay and discharge when due all Taxes, assessments and governmental charges (other than those contested in good faith by appropriate proceedings) imposed upon any of th...
Required Conduct. The University of North Carolina at Chapel Hill (“UNC-CH”), the University of North Carolina School of Medicine (the “School of Medicine”), and the University of North Carolina Health Care System (“UNC Health” and, together with UNC-CH and the School of Medicine, the “UNC Entities”), shall:
1. furnish a copy of this Consent Decree within sixty days of entry of the Consent Decree to the chancellor, vice chancellor, vice president for human resources, xxxxxxx, vice-provosts, deans, and senior associate deans;
Required Conduct. If a force majeure event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if: that party uses reasonable efforts to perform those obligations; and that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event; and that party complies with its obligations under this section.
Required Conduct. From the date of this agreement up to and including the Implementation Date, Target must, and must procure that each other member of the Target Group:
(a) conducts its business and operations in the ordinary and usual course and substantially consistent (subject to any applicable laws, regulations and licence conditions) with the manner in which its business and operations were conducted in the 12 months prior to the date of this agreement, including:
(i) maintaining the condition of its business and assets;
(ii) maintaining (and if necessary, renewing) each consent, registration, filing, contract, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption issued or granted by a Regulatory Authority or relevant industry body, in each case which is necessary to conduct its business;
(iii) maintaining (and if necessary, renewing) each of its insurance policies and promptly notifying Bidder if any renewal proposal is not accepted by the insurer;
(iv) using reasonable endeavours to preserve its current business organisation, the services of its current officers and employees and its current relationships with third parties (including governmental agencies, rating agencies, customers, suppliers, licensors, licensees and others having business dealings with it); and
(v) not taking actions outside of the ordinary and usual course of business that would detrimentally affect that company's levels of cash, indebtedness or working capital;
(b) conducts its business and operations in accordance with all material applicable laws and regulations; and
(c) ensures that no Target Prescribed Occurrence occurs.
Required Conduct. The following conduct is REQUIRED of all MBTA Transit Officers and civilian employees (as noted): {26.
Required Conduct. At all times prior to the Closing, the Chex Entities shall operate the Business in the ordinary course and consistent with past practices. Without limiting the foregoing, the Chex Entities shall: (i) maintain their corporate existence; (ii) preserve the organization of the Business intact; (iii) use their ordinary efforts to preserve intact the goodwill of the Business; (iv) retain all related Business Licenses; (v) preserve the existing contracts and goodwill of the customers, suppliers, personnel and others having business relations with the Business; (vi) protect and maintain the Intellectual Property and Proprietary Rights of the Business; (vii) maintain the books, accounts and records of the Business in the usual, regular and ordinary manner; (viii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (ix) comply with all Material Business Contracts and any other obligations under Contracts included as an Assumed Liability; (x) comply with applicable Law including all Laws that apply to Transferred Employees; (xi) cause the Transferred Employees to fully vest in their respective Benefit Plans or accounts with the Chex Entities on the Closing Date; and (xii) pay all trade payables (other than those contested in good faith by appropriate proceedings) consistent with past practice.
Required Conduct. (a) You must not change:
i. your ownership or control in any way;
ii. your principal business activities or fundamental line of business as approved pursuant to your application (including in a manner that would prevent you from operating under an alternative 'Merchant Category Code' to the relevant code as approved pursuant to that application; or
iii. the types of goods or services that you supply to your customers, without first notifying the Facilitator and Macquarie in writing of that change and (in the case of paragraphs (ii) and (iii)) receiving written consent from both the Facilitator and Macquarie to do so.
(b) You must not:
i. carry on business in a place which has not been approved by Macquarie (such approval not to be unreasonably withheld);
ii. not process transactions on behalf of a third party. For clarity, this prohibition includes processing payments for goods or services sold on another person's website;
iii. not change your business name without Macquarie’s consent (such consent not be unreasonably withheld or delayed); and
iv. not transfer or attempt to transfer your financial liability in respect of the payment services by asking or requiring your customers to waive their dispute rights.
(c) You will allow the employees and representatives of the Facilitator, Macquarie or any Card Scheme, reasonable access to your premises during normal business hours to check compliance with this Sponsored Merchant Agreement and/or the relevant Scheme Rules, including by providing access to:
i. details relating to the payment services you receive, and the 'Merchant Category Code' under which you operate;
ii. copies of this Sponsored Merchant Agreement (as executed) and other documents or forms retained in respect of your activities under this Sponsored Merchant Agreement; and
iii. documents and other information relation to transactions.
