Common use of Conduct of the Clause in Contracts

Conduct of the. Sky Division's Business. Except as otherwise permitted by this Agreement or consented to by the Buyer (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Closing, the Seller shall not conduct the business of the Sky Division other than in the ordinary course and consistent with the Seller's prior practice. Without limiting the generality of the foregoing, except as set forth on Schedule 5.2, the Sky Division shall (i) continue its advertising and promotional activities, and pricing and purchasing policies, substantially in accordance with past practice; (ii) not materially shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially reasonable best efforts to (A) preserve intact its business organization and the business organization of the Sky Division, (B) retain the services of the employees (as a group) of the Sky Division, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Sky Division and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships, (iv) exercise, but only after notice to the Buyer and receipt of the Buyer's prior Consent, any rights of renewal pursuant to the terms of any of the leases or subleases set forth on Schedule 3.10(b) which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller or the Sky Division to be untrue or result in a breach of any covenant made by the Seller in this Agreement. Notwithstanding the foregoing, the Buyer agrees and understands, that the Seller is entitled to (i) transfer cash out of the Sky Division and that it is intended that at the Closing there shall be a cash balance of zero in the accounts of the Sky Division, (ii) terminate, satisfy and/or settle any and all transactions with any Affiliate of the Sky Division, (iii) assume all rights and obligations of any Affiliate of the Sky Division under the Contracts listed on Schedule 3.12(a), and (iv) terminate the Transamerica Lease and acquire the assets leased thereunder.

Conduct of the. Sky Division's Business[*] Claim (a) The parties agree that: (i) for a period of six (6) months following the Completion Date, the Seller (duly represented, to such purpose, solely by ▇▇. Except ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) shall: (x) diligently pursue and seek to resolve the [*] Claim as otherwise permitted by this Agreement soon as practicable following the Completion Date; and (y) use all reasonable endeavours to ensure that a final settlement agreement is entered into between the Company and [*] in settlement of all liabilities of the Company in respect of the [*] Claim (such settlement agreement to be on terms reasonably acceptable to the Purchaser, it being acknowledged that a financial settlement of the [*] Claim for an amount less than or consented equal to the [*] Escrow Amount without any other obligations or liabilities being assumed by the Buyer Company will be considered to be acceptable to the Purchaser); (which consent ii) if the [*] Claim has not been resolved within the six (6) month period following the Completion Date referred to in (i) above, the Purchaser shall be entitled (at the Purchaser’s expense) to assume conduct of the [*] Claim; (iii) if the [*] Claim has not been resolved by the end of the Escrow Period and [*] has, on or prior to the end of the Escrow Period, commenced a lawsuit against the Company before any competent judicial or arbitral Authority in connection with the [*] Claim, such lawsuit shall be unreasonably withheld deemed to be subject to the procedures governing Third Party Claims as set out in Clause 8.11 of this Agreement; and (iv) if the [*] Claim has not been resolved by the end of the Escrow Period and [*] has, on or delayedprior to the end of the Escrow Period, debited the Company and/or applied any other price reductions towards the Company in relation to the [*] Claim (and/or otherwise notified the Company and/or the Purchaser in writing of its intention to do so), from the date hereof until the Closing, the Seller shall not conduct have the business of right (at its sole cost) to continue to pursue [*] in order to settle or otherwise resolve the Sky Division other than in [*] Claim. The Purchaser shall cooperate (and shall procure that the ordinary course and consistent Company cooperates) with the Seller's prior practice. Without limiting ’s reasonable requests in respect of such continuation. (b) The Purchaser undertakes that it shall not (and, from the generality Completion Date, shall procure that the Company does not) take any action which would or might reasonably be expected to frustrate, delay or increase the liability of the foregoing, except as set forth on Schedule 5.2, the Sky Division shall (i) continue its advertising and promotional activities, and pricing and purchasing policies, substantially in accordance with past practice; (ii) not materially shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially reasonable best efforts to (A) preserve intact its business organization and the business organization of the Sky Division, (B) retain the services of the employees (as a group) of the Sky Division, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained Company in respect of the Sky Division and [*] Claim. (Dc) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships, (iv) exercise, but only after notice The Seller undertakes to the Buyer and receipt diligently pursue settlement of the Buyer's prior Consent, any rights of renewal pursuant [*] Claim within the period referred to the terms of any of the leases or subleases set forth on Schedule 3.10(bin (a) which by their terms would otherwise expire; (i) above and (v) shall not engage in any practice, take any action, fail to take any action to frustrate or enter into any transaction which could cause any representation or warranty delay settlement of the [*] Claim (save where a delay in settlement is required to protect the bona fide interests of the Seller in minimising any liability of the Company or the Sky Division to be untrue or result in a breach of any covenant made by the Seller in this Agreement. Notwithstanding connection with the foregoing[*] Claim). (d) The Seller shall promptly inform the Purchaser of any developments or material information in respect of the [*] Claim and shall reasonably consult with the Purchaser regarding the status and conduct of negotiations with [*]. (e) No settlement agreement with [*] shall be entered into without the prior written consent of the Purchaser (not to be unreasonably denied or delayed). (f) The Purchaser shall (and, from the Buyer agrees and understandsCompletion Date, shall procure that the Seller is entitled to (iCompany shall) transfer cash out keep the existence of the Sky Division [*] Escrow Agreement strictly confidential and shall not disclose to [*], its affiliates or any of its or their officers, employees, agents, consultants or advisers that it is intended that at amounts have been put into escrow in connection with the Closing there shall be a cash balance [*] Claim or the quantum of zero in the accounts of the Sky Division, (ii) terminate, satisfy and/or settle any and all transactions with any Affiliate of the Sky Division, (iii) assume all rights and obligations of any Affiliate of the Sky Division under the Contracts listed on Schedule 3.12(a), and (iv) terminate the Transamerica Lease and acquire the assets leased thereundersuch amount.

Conduct of the. Sky Division's BusinessOccidental Subject Business Pending the Closing Date. Except Occidental agrees that, except as otherwise permitted required or contemplated by this Agreement or otherwise consented to or approved in writing by the Buyer (which consent shall not be unreasonably withheld or delayed)Partnership, from during the period commencing on the date hereof until and ending on the Closing Date, it will and will cause its Affiliates to: (a) use its commercially reasonable efforts to operate and maintain its Subject Business in all material respects only in the usual, regular and ordinary manner consistent with past practice (including undertaking scheduled or necessary "turnarounds" or other maintenance work and including offsite storage, treatment and disposal of chemical substances generated prior to the Closing) and, to the extent consistent with such operation and maintenance, use commercially reasonable efforts to preserve the present business organization of its Subject Business intact, keep available the services of, and good relations with, the Seller shall present employees and preserve present relationships with all persons having business dealings with its Subject Business, except in each case for such matters that, individually and in the aggregate, do not and are not reasonably likely to have a Material Adverse Effect on its Subject Business; (b) maintain its books, accounts and records relating to its Subject Business in the usual, regular and ordinary manner, on a basis consistent with past practice, comply in all material respects with all Legal Requirements and contractual obligations applicable to its Subject Business or to the conduct of its Subject Business and perform all of its material obligations relating to its Subject Business; (c) not (i) modify or change in any material respect any of its Contributed Assets or dispose of any material Contributed Asset except for (A) inventory, equipment, supplies and other Contributed Assets sold or otherwise disposed of in the ordinary course of business and (B) any Contributed Assets that in the ordinary course of business are replaced with substantially similar Contributed Assets, (ii) except in the ordinary course of business after consultation with the Partnership, (x) enter into any contract, commitment or agreement that would be material to the operation of its Subject Business or use of the Sky Division Contributed Assets or, except as expressly contemplated by this Agreement or expressly contemplated by or required pursuant to their respective terms, modify or change in any material respect any obligation under any such contract, commitment or agreement, (y) modify or change in any material respect any obligation under its Government Licenses, (z) modify or change in any material respect the manner in which the products produced by its Subject Business are marketed and sold, or (iii) enter into interest rate protection or other than hedging agreements (except for hydrocarbon hedging agreements entered into in the ordinary course and consistent with the Seller's expiring prior practice. Without limiting the generality of the foregoingto December 31, except as set forth on Schedule 5.2, the Sky Division shall 1998) relating to its Subject Business; (i) continue its advertising and promotional activities, and pricing and purchasing policies, substantially in accordance with past practice; (iid) not materially shorten waive any material claims or lengthen the customary payment cycles for any of rights relating to its payables or receivables; Subject Business; (iiie) use its commercially reasonable best efforts to (A) preserve intact its business organization and the business organization of the Sky Divisionafter obtaining Knowledge thereof, (B) retain the services of the employees (as a group) of the Sky Division, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Sky Division and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships, (iv) exercise, but only after give notice to the Buyer Partnership of any claim or litigation (threatened or instituted) or any other event or occurrence which could reasonably be expected to have a Material Adverse Effect on its Contributed Assets or Subject Business, other than the types of events, occurrences or other matters referred to in the proviso set forth in Section 2.2(f)(iii); (f) not take any action that is reasonably likely to result in its representations and receipt warranties in Section 2 hereof, or in the form of Occidental Asset Contribution Agreement, not being true in all material respects as of the Buyer's prior Consent, any rights of renewal pursuant to the terms of any of the leases or subleases set forth on Schedule 3.10(b) which by their terms would otherwise expireClosing Date; and and (vg) not engage agree, whether in any practicewriting or otherwise, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of it has agreed pursuant to this Section 3.2 not to take; provided, however, that notwithstanding anything to the Seller or the Sky Division to be untrue or result in a breach of any covenant made by the Seller contrary contained in this Agreement. Notwithstanding the foregoingSection 3.2, the Buyer agrees and understands, that the Seller is entitled prior to (i) transfer cash out of the Sky Division and that it is intended that at the Closing there shall be a cash balance Date the Occidental Group and the Partnership will act independently of zero each other in making decisions as to the accounts research and development, raw materials, manufacturing, pricing, marketing and distribution of the Sky Division, (ii) terminate, satisfy and/or settle any and all transactions with any Affiliate of the Sky Division, (iii) assume all rights and obligations of any Affiliate of the Sky Division under the Contracts listed on Schedule 3.12(a), and (iv) terminate the Transamerica Lease and acquire the assets leased thereundertheir products.