Common use of The Company Interim Operations Clause in Contracts

The Company Interim Operations. Except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of Parent (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for the Company or any Company Subsidiary to carry on its business and (iii) preserve existing relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from the date hereof until the Effective Time, without the prior consent of Parent (which consent shall not be unreasonably withheld or delayed), the Company shall not, nor shall it permit any Company Subsidiary to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Executive Risk Inc /De/), Agreement and Plan of Merger (Chubb Corp)

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The Company Interim Operations. Except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of Parent Fidelity (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company its Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required by applicable Laws and Environmental Laws for the Company or any Company Subsidiary of its Subsidiaries to carry on its business and (iii) preserve existing relationships with its key employees, its key agents, and its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in Section 6.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by this AgreementAgreement (including the Exhibits hereto), from the date hereof until the Effective Time, without the prior consent of Parent Fidelity (which consent shall not be unreasonably withheld or delayed), the Company shall not, nor shall it permit any Company Subsidiary of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

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The Company Interim Operations. Except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of Parent (which consent shall not be unreasonably withheld or delayed)FNIS, from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company its Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and custom and in accordance with all applicable laws, rules and regulations, and shall use commercially reasonable efforts to (i) preserve intact its present business organizationorganization and assets, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required by applicable Laws and Environmental Laws for the Company or any Company Subsidiary of its Subsidiaries to carry on its business and (iii) preserve existing relationships and goodwill with its material employees, its agents, and its customers, clients, lenders, vendors, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in Section 7.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by this AgreementAgreement (including the Exhibits hereto), from the date hereof until the Effective Time, without the prior consent of Parent (which consent shall not be unreasonably withheld or delayed)FNIS, the Company shall not, nor shall it permit any Company Subsidiary of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Factual Data Corp)

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