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Conduct
Conduct contract clause examples

Without in any way limiting any other obligations of the Vendor and the Corporation hereunder, during the period from the date hereof to the Time of Closing:

Existence; Conduct of Business. The shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, Permits and privileges material to the conduct of its business.

Conduct of Indemnification Proceedings. If any Person becomes entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party will give prompt notice to the party from which indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any action or proceeding with respect to which the Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been prejudiced materially by such failure. If such an action or proceeding is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the Indemnified Party promptly after receiving the notice referred to in the immediately preceding sentence, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless # the employment of the counsel has been authorized in writing by the Indemnifying Party, # the Indemnifying Party has not employed counsel to take charge of such action or proceeding within a reasonable time after notice of commencement thereof or # the Indemnified Party reasonably concludes, based upon the opinion of counsel, that there are defenses or actions available to it which are different from or in addition to those available to the Indemnifying Party which, if the Indemnifying Party and the Indemnified Party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of defenses or actions available to the Indemnified Party. If any of the events specified in clause (a), (b) or (c) of the immediately preceding sentence are applicable, then the reasonable fees and expenses of separate counsel for the Indemnified Party will be borne by the Indemnifying Party; provided, however, that in no event will the Indemnifying Party be liable for the fees and expenses of more than one separate firm for all Indemnified Parties. If, in any case, the Indemnified Party employs separate counsel, the Indemnifying Party will not have the right to direct the defense of the action or proceeding on behalf of the Indemnified Party. All fees and expenses required to be paid to the Indemnified Party pursuant to this Article VI will be paid periodically during the course of the investigation or defense, as and when reasonably itemized bills therefor are delivered to the Indemnifying Party in respect of any particular Loss that is incurred. Notwithstanding anything contained in this Section 6.3 to the contrary, an Indemnifying Party will not be liable for the settlement of any action or proceeding effected without its prior written consent (which consent will not be unreasonably withheld). The Indemnifying Party will not, without the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or otherwise seek to terminate any action or proceeding in which any Indemnified Party is or could be a party and as to which indemnification or contribution could be sought by such Indemnified Party under this Article VI, unless such judgment, settlement or other termination # provides solely for the payment of money, # includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder and # does not include any statement as to as to an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Conduct of YourSpace’s Business. From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, YourSpace shall not, unless agreed to in writing by the Company:

Conduct of Joint Operations. During the Interim Period, Farmor shall:

Conduct of the Parties. No Party to this Agreement shall knowingly permit or allow, by act or omission, the paying, making, offering, promising, authorizing or causing to pay, make, offer, give, promise or authorize, either directly or indirectly, by it or any of its Affiliates, of any bribe, commission, money, payment, gift (other than promotional and marketing gifts of nominal value), loan, fee, reward, travel, entertainment, transfer of anything of value or any other advantage to or for the use or benefit of any Official of a nature and cost which is not permitted under the Anti-Corruption Legislation, in connection with this Agreement, the JOA, the Contract or the operations associated therewith.

Conduct of EnTrust’s Business. Except # for the steps provided for in the EnTrust Restructuring Steps (and related actions incidental thereto), # as expressly contemplated in this Agreement or in an Ancillary Document executed prior to the Closing, # as set forth in Section 6.1(a) of the EnTrust Disclosure Schedule or # as expressly consented to in writing by the Permal Contributor, to the extent permitted by the HSR Act or similar antitrust Laws, the EnTrust Contributor shall (and shall cause each EnTrust Entity to): # conduct its business in the Ordinary Course of Business, # use commercially reasonable efforts to # preserve its present business and operations intact, # maintain in full force and effect all of its presently existing insurance coverage described in [Section 4.26(a)] of the EnTrust Disclosure Schedule, or insurance equivalent to such existing coverage, # maintain in full force and effect all Permits described on Section 4.12(b) of the EnTrust Disclosure Schedule, # keep available the present services of its officers and employees and # preserve its rights, franchises, goodwill and relations with clients, investors, customers, landlords, suppliers and others with whom such Person does business and # not take any Restricted Action.

Continue to engage in business of the same general type as now conducted by it on the Closing Date and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, it is understood and agreed that the Credit Parties may dissolve Subsidiaries to the extent permitted by and in accordance with the terms of [Section 8.04(a)(v) and (vi)])].

Conduct of the Business Pending the Closing. Except as otherwise expressly contemplated by this Agreement, with the prior written consent of Purchaser or except as described

Conduct of the Business Pending the Closing. Except as otherwise expressly contemplated by this Agreement, with the prior written consent of Purchaser or except as described in [Schedule 6.4], and subject in all cases to Sellers’ compliance with the prohibitions and restrictions of each of the Bankruptcy Code, any Orders entered by the Bankruptcy Court and the Approved Budget, from the Effective Date until the Closing Date, each Seller shall, and if applicable, each Seller shall cause the other Target Entities to:

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