OPERATION OF THE PARTIES Clause Samples

OPERATION OF THE PARTIES. Each party agrees to take part in the mediation in good faith.
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OPERATION OF THE PARTIES. Neither Party shall engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business, without the prior written consent of the other Party, except as may be required pursuant to the terms of the Loan Agreement. Without limiting the generality of the foregoing, except in the Ordinary Course of Business: 5.7.1 neither Party shall authorize or effect any change in its certificate of incorporation or bylaws; 5.7.2 neither Party shall grant any options, warrants, or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except (i) upon the conversion or exercise of options, warrants, and other rights currently outstanding, (ii) issuances by the Company to employees and consultants that do not cause the number of shares of Company Common Stock outstanding (on a fully-diluted basis) to exceed 5,400,000 shares on the Closing Date and (iii) any securities issued by eCom in connection with the Qualified Private Placement); 5.7.3 neither Party shall declare, set aside, or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase, or otherwise acquire any of its capital stock; 5.7.4 neither Party shall issue any note, bond, or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or any other liability; 5.7.5 neither Party shall grant or agree to grant any Security Interest upon any of its assets; 5.7.6 neither Party shall make any capital investment in, make any loan to, or acquire the securities or assets of any other Person; 5.7.7 neither Party shall transfer any of its assets; 5.7.8 neither Party shall make any change in employment terms for any of its directors, officers, and employees or, whether in the Ordinary Course of Business or not, enter into any transactions with any of its Affiliates, officers, directors or shareholders; and 5.7.9 neither Party will not commit to any of the foregoing. Notwithstanding the foregoing, the Parties agree that any action taken by eCom which is materially consistent with the description of the anticipated use of proceeds by eCom and the description of eCom's strategy as set forth in the Private Placement Memorandum shall be deemed to be in the Ordinary Course of Business of eCom, and eCom shall have the right to take such other actions which are outside the Ordinary Course of Business upon the consent of the Com...
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OPERATION OF THE PARTIES. Each of the parties hereto undertake that it will from time to time do all such acts and make, enter into, execute, acknowledge and deliver at the request of the other party, such supplemental or additional instruments, documents, agreements, consents, information or otherwise as may be reasonably required for the purpose of implementing or further assuring the rights and obligations of the other party under this Agreement.
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OPERATION OF THE PARTIES. The parties shall co-operate in good faith with the mediator and with each other in attempting to settle the dispute.
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OPERATION OF THE PARTIES. Each Party hereby covenants and agrees from the Effective Date until the Closing Date to comply with the terms and provisions of the Collaboration and Licensing Agreement; provided, that Thera hereby waives any obligation of EMD Serono with respect to the size of its sales force such that (a) EMD Serono shall have no obligation to replace any sales representative who was detailing the Product prior to the Effective Date and who terminates such sales representative’s employment with EMD Serono on such sales representative’s own volition prior to [REDACTED: Date] and (b) EMD Serono shall have no obligations with respect to the size of its sales force from and after [REDACTED: Date]. EMD Serono hereby further covenants and agrees that from the Effective Date until the Closing Date, it shall: (i) not assign or sublicense, or attempt to assign or sublicense, any of its right, title and interest in the Collaboration and Licensing Agreement; (ii) not terminate any existing agreements with suppliers, customers, service providers, Third Party payors and others with whom EMD Serono has business relationships relating exclusively to the Product; and (iii) maintain, preserve and store the Inventory pursuant to the manufacturer’s recommendations.
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Related to OPERATION OF THE PARTIES

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

  • Relation of the Parties No Beneficiary. No term, provision or requirement, whether express or implied, of any Loan Document, or actions taken or to be taken by any party thereunder, shall be construed to create a partnership, association, or joint venture between such parties or any of them. No term or provision of any Loan Document shall be construed to confer a benefit upon, or grant a right or privilege to, any Person other than the parties hereto.

  • INFORMATION OF THE PARTIES Information of the Company Information of the Lessees

  • Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

  • Execution of the Project (a) DAWASA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Development Credit Agreement, and, to this end, shall: (i) carry out the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering, environmental, water, sewerage and resettlement practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project; (ii) duly and punctually perform in accordance with the provisions of the Development Contract, Lease Contract and the DAWASA Subloan Agreement all its obligations therein set forth and shall exercise its rights thereunder in such manner as to protect the interests of the Borrower and the Association and accomplish the purposes of the Credit; and (iii) cause the Operator to carry out its obligations under the Project, Lease Contract and DAWASA Subloan Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering, environmental, water, sewerage and resettlement practices. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Association and DAWASA shall otherwise agree, DAWASA shall carry out the Project in accordance with the Implementation Program set forth in Schedule 2 to this Agreement. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 1 to this Agreement. (a) DAWASA shall carry out or cause to be carried out, the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of this Agreement. (b) For the purposes of Section 9.06 of the General Conditions and without limitation thereto, DAWASA shall, in conjunction with the Borrower: (i) prepare, on the basis of guidelines acceptable to the Association and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose among the Association, the Borrower and DAWASA, a plan for the future operation of the Project designed to ensure its sustainability; and (ii) afford the Association a reasonable opportunity to exchange views with DAWASA and the Borrower on the said plan. Section 2.04. Without limitation to its obligations under Section 2.01 of this Agreement, DAWASA shall, for the purposes of making available the counterpart contribution to the financing of the Project: (a) replenish the Project Account up to the initial amount of seven hundred fifty million Tanzanian Shillings (Tshs 750,000,000) at the end of each Project Quarter until the completion of the Project, or whenever its balance shall be less than two hundred fifty million Tanzanian Shillings (Tshs 250,000,000); and (b) ensure that amounts deposited into the Project Account shall be used exclusively to make payments to meet expenditures made or to be made in respect of the reasonable cost of goods, works and services for the Project in addition to those financed from the proceeds of the Credit.