Diligent Conduct Clause Samples

Diligent Conduct. If, within five days after receipt by ESI from the Key Shareholder Representatives of written notice that ESI is not diligently conducting the defense or attempted settlement of any Third Party Claim in good faith, ESI does not provide reasonably sufficient evidence to the Key Shareholder Representatives that ESI is diligently conducting such defense or attempting such settlement in good faith, the Key Shareholder Representatives will thereafter have the right to contest, settle or compromise such Third Party Claim.
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Diligent Conduct. Except as consented to by Purchaser, MRG shall conduct its business diligently in the ordinary course. MRG shall use its best efforts to preserve its business organization intact, to keep available to Purchaser the services of MRG's present officers and to preserve for the benefit of Purchaser the goodwill of MRG's suppliers, customers and others having business relations with MRG.
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Diligent Conduct. Except as consented to by CRTZ, ITI shall conduct its business diligently in the ordinary course. ITI shall use its best efforts to preserve its business organization intact, to keep available to CRTZ the services of ITI's present officers and to preserve for the benefit of CRTZ the goodwill of ITI's suppliers, customers and others having business relations with ITI.
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Diligent Conduct. From the date of this Agreement through the Closing Date, each of Seller and Brigantine shall conduct the Business and the Brigantine Business diligently in the ordinary course, preserve intact the Business and the Brigantine Business and its marketing organization, use its commercially reasonable efforts to retain in its employ those Employees who Buyer has indicated an intent to hire and the Brigantine employees and use its commercially reasonable efforts to preserve its relationships with its suppliers, customers, distributors, sales representatives and others having business relations with it.
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Diligent Conduct. From the date hereof through the Closing Date, the Company and each Subsidiary shall use its reasonable efforts to (i) conduct its business diligently and in the ordinary course, (ii) preserve intact its business and marketing organization, (iii) retain in its employ all of its key employees and (iv) preserve its relationships with its suppliers, customers, sales representatives, and others having business relations with it.
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Diligent Conduct. Except as consented to by BTI, MRG shall conduct its business diligently in the ordinary course. MRG shall use its best efforts to preserve its business organization intact, to keep available to BTI the services of MRG's present officers and to preserve for the benefit of BTI the goodwill of MRG's suppliers, customers and others having business relations with MRG.
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Diligent Conduct. If, within five days after receipt by KTI from the Key Shareholder Representatives of written notice that KTI is not diligently conducting the defense or attempted settlement of any Third Party Claim in good faith, KTI does not provide reasonably sufficient evidence to the Key Shareholder Representatives that KTI is diligently conducting such defense or attempting such settlement in good faith, the Key Shareholder Representatives will thereafter have the right to contest, settle or compromise such Third Party Claim.
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Diligent Conduct. If, within five (5) days after receipt by the Indemnified Party from Indemnifying Party of written notice that Indemnified Party is not diligently conducting the defense or attempted settlement in good faith, Indemnified Party does not provide
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Related to Diligent Conduct

  • STUDENT CONDUCT Students are required to adhere to School District and College policies, procedures, and regulations regarding facilities and equipment usage and both School District and College codes of student conduct as well as the Alamo Colleges District Student Responsibility for Success Policy. All disciplinary action, including suspension and dismissal from the College, shall be in conformity with the Codes of student conduct of the Parties. All Students will be provided access to the Alamo Colleges District eCatalog, Student Code of Conduct, Student Handbook, and Title IX / Clery Act materials in the same manner as all other students enrolled in the College. For additional information on the College student conduct policies, please refer to the College’s Catalog at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇/content.php?catoid=175&navoid=10909. In the event of a conflict between the policies of School District and College, the Parties will collaborate to resolve any conflict. The School District and the College will inform one another of complaints against a Student. The party which receives a complaint of non-academic misconduct may investigate the complaint and reach a decision on responsibility for violations of the applicable student code of conduct, but must notify the other party of sanctions before they are issued. Students who are in violation of policies and codes of conduct will, where appropriate, return to the School District’s high school, if any, and will not be allowed to return to any College facility. The Parties will cooperate fully with each other in any investigation involving student misconduct or conduct that threatens or potentially threatens the safety of others and the college campus. The Parties will cooperate fully with each other as necessary in all matters pertaining to complaints, grievances and appeals regarding student conduct issues. The definition of “cooperation” includes providing access to students or other persons who may be witnesses or persons with knowledge of relevant facts. Students may be sanctioned the same as other post-secondary College students and may be subject to exclusion from the College campus and College properties. The Alamo Colleges District board policy F.4.5 states that Students who violate federal or state statutes, the Student Code of Conduct, Alamo Colleges District policy, or other applicable requirements related to alcohol and drug use shall be subject to appropriate disciplinary action. Such disciplinary action may include referral to drug and alcohol counseling or rehabilitation programs or student assistance programs, suspension, expulsion, and referral to appropriate law enforcement officials for prosecution.

  • BEHAVIOR AND CONDUCT The Student is responsible for knowing and observing all UCF regulations and procedures regarding behavior and conduct, including the UCF Golden Rule, UCF DHRL publications, and other official UCF publications. UCF DHRL reserves the right to establish or adopt additional rules regarding student conduct, as deemed necessary by UCF DHRL. Newly established or adopted rules will be communicated to the Student as provided in this document. The Student agrees to abide by additional rules and regulations that are established or adopted by UCF DHRL once communicated to the Student.

  • Standard of Conduct To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under New York law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

  • Continuing Professional Development If, during the life of the Agreement, Continuing Professional Development (CPD) is introduced for plumbers, all time spent in complying with the CPD obligations will be the responsibility of each plumber.

  • ETHICAL CONDUCT Seller's employees shall comply with the BorgWarner Supplier Code of Conduct articulated within the BorgWarner Supplier Manual. Compliance with these standards is a mandatory component of Buyer's purchase contracts worldwide and must also apply to Seller subcontractors. Both, the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual are incorporated by reference as part of the Purchase Order, are binding on the Seller, and Seller explicitly verifies to have read and accepted the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual.