INTERIM MANAGEMENT AND ACCESS Sample Clauses

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INTERIM MANAGEMENT AND ACCESS. (a) During the period beginning from the Execution Date and continuing until the Closing Date (“Interim Period”), the Company shall, and the QMT shall cause the Company and the Subsidiaries to (i) carry on its Business in the usual, regular, and Ordinary Course in the same manner as heretofore conducted, (ii) not undertake any matter which is defined as a “Reserved Matter” under the Shareholders’ Agreement, (iii) not permit any breach of the Warranties to the extent in the control of the Company or QMT, as the case may be; in each case, with the goal of preserving their goodwill and ongoing business at the Closing Date. It is clarified that the said Warranties will be subject to qualifications made by the Company or QMT under the Updated Disclosure Letter. (b) During the Interim Period, the Company and QMT, jointly and severally, expressly undertake to use all reasonable efforts to immediately inform Creador I of the occurrence of, or the possibility of the occurrence of any event that has a Material Adverse Effect and/or may cause any of the Warranties to be breached, and to immediately take all reasonable actions to rectify and prevent such Material Adverse Effect (if under the control of the Company and/or QMT) and/or the Warranties being breached, if the same is capable of being rectified and/or remedied. The Company and QMT shall, during the interim period, provide any information relating to the Company that Creador I may reasonably request. (c) Pending the Closing, and except with the prior written consent of Creador I, the Company, the Subsidiaries and QMT shall not do or omit to do or cause to be done or omitted to be done, any act or thing which would result (or be likely to result) in a breach of any of the Warranties and/or this Agreement. (d) During the Interim Period, the Company, QMT and/or any of the Subsidiaries shall not, without the prior written consent of Creador I: i. solicit, encourage, entertain, initiate or participate in any inquiry, negotiations or discussions or enter into any agreement with respect to any new offer or proposal to, acquire any portion of the business of the Company or the Subsidiaries or conduct any due diligence activity in relation thereto (an “Acquisition Proposal”); ii. assist or cooperate with any Person to make any Acquisition Proposal; iii. solicit, negotiate or enter into any agreement with any Person with respect to an Acquisition Proposal; iv. in the event the Company, the Subsidiaries or QMT receive, ...
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INTERIM MANAGEMENT AND ACCESS. 8.1 During the period beginning from the execution of this Agreement and continuing until the Completion Date, the Company shall, and the Promoters shall cause the Company to carry on its Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such businesses, to use its best efforts consistent with past practice and policies to preserve intact their present business organizations, keep available the services of their present officers and employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with them, all with the goal of preserving their goodwill and ongoing businesses at the Completion Date. 8.2 The Promoters shall cause the Company to provide the Investor and its officers, agents, advisors, consultants and other representatives reasonable access to (i) all of the properties, books, contracts, commitments and records of the Company, (ii) all other information concerning the Business, properties and personnel (subject to restrictions imposed by Applicable Law) of the Company as the Investor may request, and (iii) all employees of the Company. The Promoters shall cause the Company to provide such information within 5 days of making a request for the same. 8.3 During the period beginning from the execution of this Agreement and continuing until the Completion Date the Company and/or the Promoters (including their respective Affiliates, representatives and/or advisors) shall not, without the prior written consent of the Investor: (i) solicit, encourage, entertain, initiate or participate in any inquiry, negotiations or discussions or disclose any information pertaining to the Company or enter into any agreement with respect to any offer or proposal to, acquire or merge or restructure (including through business transfer, asset transfer, amalgamation, demerger, hiving off or in any other manner whatsoever) or dispose off, alienate or Encumber any assets or business of the Company or parts thereof (an ‘Acquisition Proposal’); (ii) assist or cooperate with any Person to make any Acquisition Proposal; or (iii) solicit, negotiate or enter into any agreement with any Person with respect to an Acquisition Proposal; (iv) In the event the Company or the Promoters receive, prior to the Completion Date, any Acquisi...
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INTERIM MANAGEMENT AND ACCESS. 9.1. During the period beginning from the Effective Date of this Agreement and continuing until the Transfer Completion Date, the Company shall, and the Promoters and the Selling Shareholders shall cause the Company to carry on its business in the usual, regular and ordinary course in substantially the same manner as was heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such businesses, to use its best efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with them, all with the goal of preserving their goodwill and ongoing businesses at the Transfer Completion Date. Further, CGI and/or CG Inc. shall, upon request, make available resources to the Company for consultation review and guidance to the Company’s finance and marketing for the purpose of its ongoing business. 9.2. If the Company debt (as of the Effective Date) is less than USD 150,000, then CGI (and/or CG Inc.) shall provide the Company, as working capital, an amount equal to the difference between the Company debt and USD 150,000 pursuant to a note in a mutually agreeable form. 9.3. The Promoters and the Selling Shareholders shall cause the Company to provide to CGI and its officers, agents, advisors, consultants and other representatives reasonable access to (i) the properties, books, contracts, commitments and records of the Company, (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by Applicable Law and other applicable confidentiality restrictions) of the Company as CGI may request, and (iii) executive employees of the Company. The Promoters and the Selling Shareholders shall cause the Company to provide such information within 7 (seven) days of CGI making a request for the same. 9.4. Pending the Transfer Completion, and except with the written consent of CGI, the Promoters and the Selling Shareholders shall not do or omit to do, or cause to be done or omitted to be done, any act or thing which would result (or be likely to result) in a breach of any of the Warranties at the Transfer Completion. 9.5. During the period from the Effective Date and continuing until Transfer Completion Date, the Company, t...
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INTERIM MANAGEMENT AND ACCESS. (a) During the period beginning from the Execution Date and continuing until the Closing Date (“Interim Period”), the Company and QMT, jointly and severally, expressly undertake to use all reasonable efforts to immediately inform SFML of the occurrence of, or the possibility of the occurrence of any event that has a Material Adverse Effect and/or may cause any of the Warranties to be breached, and to immediately take all reasonable actions to rectify and prevent such Material Adverse Effect (if under the control of the Company and/or QMT) and/or the Warranties being breached, if the same is capable of being rectified and/or remedied. The Company and QMT shall, during the interim period, provide any information relating to the Company that SFML may reasonably request.
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INTERIM MANAGEMENT AND ACCESS. The obligations of the Selling Shareholders set forth in Section 9 of the Primary Purchase Agreement are incorporated by reference herein and the Seller shall be bound by the obligations of the Selling Shareholders set forth therein.
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Related to INTERIM MANAGEMENT AND ACCESS

  • Project Management and Coordination The Engineer shall coordinate all subconsultant activity to include quality of and consistency of work and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.

  • Management and Control Systems Grantee will: 1. maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. 2. develop, implement, and maintain financial management and control systems that meet or exceed the requirements of Uniform Statewide Accounting System (UGMS). Those requirements and procedures include, at a minimum, the following: i. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; ii. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Contract of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Contract and are traceable from the transaction to the general ledger; iii. Effective internal and budgetary controls; iv. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; v. Timely and appropriate audits and resolution of any findings; vi. Billing and collection policies; and vii. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties.

  • Management and Control (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Management and Administrative Services The Investment Adviser shall perform, or arrange for its affiliates to perform, the management and administrative services necessary for the operation of the Fund, including administering shareholder accounts and handling shareholder relations. The Investment Adviser shall provide the Fund with office space, facilities, equipment and necessary personnel and such other services as the Investment Adviser, subject to review by the Board of Directors, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Fund, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Investment Adviser generally shall monitor the Fund's compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws. The Investment Adviser shall make reports to the Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable.