Operation of Business Contract Clauses (15)

Operation of Business. During the Term of this Agreement: (a)The HEZL will ensure that: (i)the business of HEZL, together with all business opportunities presented to or which become available to HEZL, will be treated as part of the Business covered by the Management Services and this Agreement; (ii)all cash of HEZL will be maintained in Company Bank Accounts or disposed of in accordance with this Agreement; (iii)all business income, working capital, recovered accounts receivable, and any other funds which come into t...he possession of HEZL or are derived from or related to the operation of the business of HEZL, are deposited into a Company Bank Account; (iv)all accounts payable, employee compensation and other employment-related expenses, and any payments in connection with the acquisition of any assets for the benefit of HEZL or the satisfaction of any liabilities of HEZL, are paid from amounts maintained in Company Bank Accounts; (v)CETL or any third party designated by CETL will have full access to the financial records of HEZL and from time to time, CETL may request, at its sole option, to conduct an auditing with regard to the financial status of HEZL; (vi)no action is taken without the prior written consent of CETL that would have the effect of entrusting all or any part of the business of HEZL to any other Person. (b)CETL will ensure that: (i)it exercises with respect to the conduct of the Business the same level of care it exercises with respect to the operation of its own business and will at all times act in accordance with its Reasonable Business Judgment, including taking no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially 3 adversely affect the status of any of permits, licenses and approvals necessary for the conduct of the Business or constitute a violation of all Legal Requirements; (ii)neither it, nor any of its agents or representatives, takes any action that interferes with, or has the effect of interfering with, the operation of the Business in accordance with this Agreement, or which materially adversely affects its assets, operations, business or prospects; (iii)use its Best Efforts to cooperate and assist HEZL to maintain in effect all permits, licenses and other authorizations and approvals necessary or appropriate to the conduct of the Business; and (iv)subject to the provisions of Section 10 relating to the Transition period, it will preserve intact the business and operations of HEZL and take no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially adversely affect the business, operations, or prospects of HEZL. View More

Operation of Business. During the Term of this Agreement: (a) The DSBT will ensure that: (i) the business of DSBT, together with all business opportunities presented to or which become available to DSBT, will be treated as part of the Business covered by the Management Services and this Agreement; (ii) all cash of DSBT will be maintained in Company Bank Accounts or disposed of in accordance with this Agreement; (iii) all business income, working capital, recovered accounts receivable, and any other funds which come in...to the possession of DSBT or are derived from or related to the operation of the business of DSBT, are deposited into a Company Bank Account; (iv) all accounts payable, employee compensation and other employment-related expenses, and any payments in connection with the acquisition of any assets for the benefit of DSBT or the satisfaction of any liabilities of DSBT, are paid from amounts maintained in Company Bank Accounts; (v) DSHK or any third party designated by DSHK will have full access to the financial records of DSBT and from time to time, DSHK may request, at its sole option, to conduct an auditing with regard to the financial status of DSBT; (vi) no action is taken without the prior written consent of DSHK that would have the effect of entrusting all or any part of the business of DSBT to any other Person. (b) DSHK will ensure that: (i) it exercises with respect to the conduct of the Business the same level of care it exercises with respect to the operation of its own business and will at all times act in accordance with its Reasonable Business Judgment, including taking no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially adversely affect the status of any of permits, licenses and approvals necessary for the conduct of the Business or constitute a violation of all Legal Requirements; (ii) neither it, nor any of its agents or representatives, takes any action that interferes with, or has the effect of interfering with, the operation of the Business in accordance with this Agreement, or which materially adversely affects its assets, operations, business or prospects; (iii) use its Best Efforts to cooperate and assist DSBT to maintain in effect all permits, licenses and other authorizations and approvals necessary or appropriate to the conduct of the Business; and (iv) subject to the provisions of Section 10 relating to the Transition period, it will preserve intact the business and operations of DSBT and take no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially adversely affect the business, operations, or prospects of DSBT. 3 9. Material Actions. The Parties acknowledge and agree that the economic risk of the operation of the Business is being substantially assumed by DSBT and that the continued business success of DSBT is necessary to permit the Parties to realize the benefits of this Agreement. During the Term of this Agreement, the Parties therefore will ensure that DSBT does not take any Material Action without the advance written consent of DSHK, which consent will not be unreasonably withheld or delayed. View More

Operation of Business. During the Term of this Agreement: (a) The Party A will ensure that: (i) the business of Party A, together with all business opportunities presented to or which become available to Party A, will be treated as part of the Business covered by the Management Services and this Agreement; 2 Execution Copy (ii) all cash of Party A will be maintained in Company Bank Accounts or disposed of in accordance with this Agreement; (iii) all business income, working capital, recovered accounts receivable, and ...any other funds which come into the possession of Party A or are derived from or related to the operation of the business of Party A, are deposited into a Company Bank Account; (iv) all accounts payable, employee compensation and other employment-related expenses, and any payments in connection with the acquisition of any assets for the benefit of Party A or the satisfaction of any liabilities of Party A, are paid from amounts maintained in Company Bank Accounts; (v) Party B or any third party designated by Party B will have full access to the financial records of Party A and from time to time, Party B may request, at its sole option, to conduct an auditing with regard to the financial status of Party A; (vi) no action is taken without the prior written consent of Party B that that would have the effect of entrusting all or any part of the business of Party A to any other Person. (b) Party B will ensure that: (i) it exercises with respect to the conduct of the Business the same level of care it exercises with respect to the operation of its own business and will at all times act in accordance with its Reasonable Business Judgment, including taking no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially adversely affect the status of any of permits, licenses and approvals necessary for the conduct of the Business or constitute a violation of all Legal Requirements; (ii) neither it, nor any of its agents or representatives, takes any action that interferes with, or has the effect of interfering with, the operation of the Business in accordance with this Agreement, or which materially adversely affects its assets, operations, business or prospects; (iii) use its Best Efforts to cooperate and assist Party A to maintain in effect all permits, licenses and other authorizations and approvals necessary or appropriate to the conduct of the Business; and (iv) subject to the provisions of Section 10 relating to the Transition period, it will preserve intact the business and operations of Party A and take no action which it knows, or in the exercise of its Reasonable Business Judgment should have known, would materially adversely affect the business, operations, or prospects of Party A. View More