Conduction of Business Clause Samples

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Conduction of Business. As from December 31, 2011, to the Date of Execution, (a) the business of TRIP and/or its Controlled Companies has been conducted regularly and in accordance with its corporate documents, in compliance with Law, without any relevant change; (b) no change has occurred in the Assets, liabilities, business, operating results or financial situation of TRIP and/or its Controlled Companies, except for those arising from the ordinary course of business; and (c) none of the acts below has been performed: (i) contracting or assumption of any liability or obligation, of any kind, including by means of execution of any agreement or contract, except in the ordinary course of business and provided that they do not jointly or severally cause a Relevant Adverse Effect; (ii) payment of any liability or obligation other than liabilities and obligations that became due and enforceable in the ordinary course of business according to the respective terms and conditions; (iii) declaration, distribution or payment of dividends, interest on equity or other form of distribution or payment concerning shares issued by TRIP and/or its Controlled Companies; (iv) cancellation or waiver of any credits or rights; or (v) any change in any accounting practice or method, except for those required by law.
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Conduction of Business. CLAXSON CHILE agrees to conduct the business of IARC and its Affiliates in accordance with the ordinary course of business and in a manner that is consistent with past practices. CLAXSON CHILE shall make its best effort to maintain the corporate and administrative organization of IARC and its Affiliates, the development of their activities, and their relationship with clients and suppliers and other parties with whom they may have a substantial business relationship. For illustrative purposes and without limitation, CLAXSON CHILE shall not do any of the following with respect to IARC or the Affiliates, without GLR CHILE’s prior consent: (i) amend by-laws. By-laws may be amended with GLR CHILE’S prior consent, provided that they have not or may not have a Material Adverse Effect, as defined in Section 7.4 below; (ii) change the capital stock or create liens of any kind on the shares or any material assets owned by it; for this purpose, the term assets shall particularly mean broadcasting licenses, trademarks currently owned by it, and all major broadcasting equipment and assets; (iii) declare and/or pay dividends or other benefits in cash or in kind; (iv) resolve to acquire other companies or assets related to the Radio Business in an amount in excess of US$100,000, incur indebtedness, commitments or liabilities outside the ordinary course of business, and create guaranties for third-party liabilities; (v) voluntarily modify, in a manner that is extraordinary or inconsistent with past practice in the ordinary course of business, the conditions of employment and compensation applicable to employees and other associates, or agree to pay extraordinary indemnities to managers, directors or employees; (vi) allow IARC and/or the Affiliates to hire additional Personnel outside the ordinary course of business; (vii) modify recording procedures or accounting and tax policies in any material aspect, except as permitted by applicable law; (viii) settle and/or make non-mandatory payments in respect of claims, lawsuits or proceedings of any nature in which it may be involved, in an aggregate amount in excess of US$75,000; (ix) prepay obligations of IARC and/or the Affiliates, except for total or partial prepayment of the Syndicated Loan, in accordance with the provisions of Section 7.2 above; (x) enter into agreements or incur obligations outside the ordinary course of business with affiliates or other related parties. This type of agreements may be entered into, and th...
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Related to Conduction of Business

  • Operation of Business Until the Closing, Sellers shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to an Order of the Bankruptcy Court, to operate the Business in the Ordinary Course of Business. Sellers shall use commercially reasonable efforts to (A) preserve intact their respective business organizations, (B) maintain the Business, (C) keep available the services of their respective officers and employees, (D) maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers and others having business relationships with Sellers in connection with the operation of the Business and (E) pay all of their post-petition obligations in the Ordinary Course of Business. Sellers also shall continue to operate the websites that constitute the Purchased Assets in the Ordinary Course of Business until Closing. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, Sellers may not, without the prior written consent of Buyer: (a) modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation (other than in the Ordinary Course of Business or such that the liability associated with such modification is excluded from the Assumed Liabilities); (b) engage any new Employee other than in the Ordinary Course of Business; (c) sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Purchased Asset (other than in the Ordinary Course of Business); (d) fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Sellers’ rights in, to or under any Purchased Intellectual Property; (e) fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the operation of the Business; (f) make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or Indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or Indebtedness, other than the usual discounts given by the Business in the Ordinary Course of Business and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or Indebtedness to any third party; (g) engage in any transaction with any Affiliate, subsidiary, shareholder, officer or director of any Seller (other than in the Ordinary Course of Business), incur or assume any long term or short term debt with or on behalf of any such Person or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person; (h) make any change in their method of accounting, except in accordance with GAAP; (i) enter into any Contract that would survive the Closing; and (j) agree, whether in writing or otherwise, to do any of the foregoing.

  • Lines of Business Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

  • Cessation of Business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

  • Preservation of Business From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

  • Terms of Business Capitalised terms used in this API Agreement have the meanings given to them in our Terms of Business, unless the context requires otherwise or unless separately defined in this API Agreement. The same rules of interpretation set out in our Terms of Business apply in this API Agreement. If there is any inconsistency between the provisions of the API Agreement and our Agreement, the Terms of Business will prevail unless the provision relates exclusively to your use of our API, in which case API Agreement will prevail. In all other circumstances.