Required Conduct Sample Clauses

Required Conduct. As per 43 TAC §10.101, Subrecipients are required to: i. Disclose Conflict of Interest. Disclose to the department in writing the existence of a conflict of interest involving an agreement between the entity and the department and adequately remedy the conflict: a. Before the effective date of the agreement; or b. If the conflict of interest arises after the effective date of the agreement, within five

Required Conduct. As per 43 TAC §10.101, Subrecipients are required to:

Required Conduct. At all times prior to the Closing, unless Certegy shall otherwise consent in writing, Netzee shall conduct the operations of the Business in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, Netzee shall: (i) use commercially reasonable efforts to maintain its corporate existence; (ii) use commercially reasonable efforts to preserve intact the Purchased Assets and the Business; (iii) use commercially reasonable efforts to retain all related Business Licenses; (iv) use commercially reasonable efforts to preserve its present relationships with customers, suppliers and others having business relations with the Business; (v) maintain the Assigned IP in a manner consistent with past practice; (vi) use commercially reasonable efforts to maintain the books, accounts and records of the Business in the ordinary course of business consistent with past practice; (vii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Purchased Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (viii) comply in all material respects with all Material Business Contracts and any other obligations under Contracts to be included as an Assumed Liability, for so long as such Contracts have not expired or been terminated by any party thereto; (ix) comply in all material respects with applicable Law including, without limitation, with respect to any conduct of Netzee relating to the Transferred Employees; (x) pay all trade payables (other than those contested in good faith by appropriate proceedings) in accordance with their terms and consistent with past practice; (xi) use commercially reasonable efforts to update representatives of Certegy from time to time regarding the general status of the Business; (xii) use commercially reasonable efforts to notify Certegy of any emergency or other material change in the normal course of the operation of the Business; and (xiii) notify Certegy of any Governmental Order or third party complaints or investigations threatened or commenced against Netzee (or communications indicating that such action may be contemplated).

Required Conduct. (a) You must not change: i. your ownership or control in any way; ii. your principal business activities or fundamental line of business as approved pursuant to your application (including in a manner that would prevent you from operating under an alternative 'Merchant Category Code' to the relevant code as approved pursuant to that application; or iii. the types of goods or services that you supply to your customers, without first notifying the Facilitator and Macquarie in writing of that change and (in the case of paragraphs (ii) and (iii)) receiving written consent from both the Facilitator and Macquarie to do so. (b) You must not: i. carry on business in a place which has not been approved by Macquarie (such approval not to be unreasonably withheld); ii. not process transactions on behalf of a third party. For clarity, this prohibition includes processing payments for goods or services sold on another person's website; iii. not change your business name without Macquarie’s consent (such consent not be unreasonably withheld or delayed); and iv. not transfer or attempt to transfer your financial liability in respect of the payment services by asking or requiring your customers to waive their dispute rights. (c) You will allow the employees and representatives of the Facilitator, Macquarie or any Card Scheme, reasonable access to your premises during normal business hours to check compliance with this Sponsored Merchant Agreement and/or the relevant Scheme Rules, including by providing access to: i. details relating to the payment services you receive, and the 'Merchant Category Code' under which you operate; ii. copies of this Sponsored Merchant Agreement (as executed) and other documents or forms retained in respect of your activities under this Sponsored Merchant Agreement; and iii. documents and other information relation to transactions.

Required Conduct. The University of North Carolina at Chapel Hill (“UNC-CH”), the University of North Carolina School of Medicine (the “School of Medicine”), and the University of North Carolina Health Care System (“UNC Health” and, together with UNC-CH and the School of Medicine, the “UNC Entities”), shall: 1. furnish a copy of this Consent Decree within sixty days of entry of the Consent Decree to the chancellor, vice chancellor, vice president for human resources, ▇▇▇▇▇▇▇, vice-provosts, deans, and senior associate deans;

Required Conduct. From the date of this agreement up to and including the Implementation Date, Target must, and must procure that each other member of the Target Group: (a) conducts its business and operations in the ordinary and usual course and substantially consistent (subject to any applicable laws, regulations and licence conditions) with the manner in which its business and operations were conducted in the 12 months prior to the date of this agreement, including: (i) maintaining the condition of its business and assets; (ii) maintaining (and if necessary, renewing) each consent, registration, filing, contract, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption issued or granted by a Regulatory Authority or relevant industry body, in each case which is necessary to conduct its business; (iii) maintaining (and if necessary, renewing) each of its insurance policies and promptly notifying Bidder if any renewal proposal is not accepted by the insurer; (iv) using reasonable endeavours to preserve its current business organisation, the services of its current officers and employees and its current relationships with third parties (including governmental agencies, rating agencies, customers, suppliers, licensors, licensees and others having business dealings with it); and (v) not taking actions outside of the ordinary and usual course of business that would detrimentally affect that company's levels of cash, indebtedness or working capital; (b) conducts its business and operations in accordance with all material applicable laws and regulations; and (c) ensures that no Target Prescribed Occurrence occurs.

Required Conduct. The following conduct is REQUIRED of all MBTA Transit Officers and civilian employees (as noted): {26.

Required Conduct. If a force majeure event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if: that party uses reasonable efforts to perform those obligations; and that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event; and that party complies with its obligations under this section.

Required Conduct. At all times prior to the Closing, the Chex Entities shall operate the Business in the ordinary course and consistent with past practices. Without limiting the foregoing, the Chex Entities shall: (i) maintain their corporate existence; (ii) preserve the organization of the Business intact; (iii) use their ordinary efforts to preserve intact the goodwill of the Business; (iv) retain all related Business Licenses; (v) preserve the existing contracts and goodwill of the customers, suppliers, personnel and others having business relations with the Business; (vi) protect and maintain the Intellectual Property and Proprietary Rights of the Business; (vii) maintain the books, accounts and records of the Business in the usual, regular and ordinary manner; (viii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (ix) comply with all Material Business Contracts and any other obligations under Contracts included as an Assumed Liability; (x) comply with applicable Law including all Laws that apply to Transferred Employees; (xi) cause the Transferred Employees to fully vest in their respective Benefit Plans or accounts with the Chex Entities on the Closing Date; and (xii) pay all trade payables (other than those contested in good faith by appropriate proceedings) consistent with past practice.