Actions Pending the Closing. (a) Except (1) as required by applicable Law or by order of the Bankruptcy Court, (2) as otherwise expressly contemplated by this Agreement, or (3) with the prior written consent of Purchaser, during the period from the date of this Agreement to and through the Closing Date, Sellers will:
Actions Pending the Closing. Except (a) as required by applicable Law or by Order of the Bankruptcy Court, (b) as otherwise expressly contemplated by this Agreement, or (c) with the prior written consent of Purchaser, during the period from the date hereof to and through the Closing Date, Sellers will: (i) use commercially reasonable efforts to carry on the Business in the Ordinary Course of Business of the Sellers and use commercially reasonable efforts to maintain, preserve and protect the Purchased Assets in their current condition, ordinary wear and tear excepted, but including replacements, modifications or maintenance in the Ordinary Course of Business of the Sellers and normal inventories of coal and operating materials and supplies in the Ordinary Course of Business of the Sellers; (ii) maintain their books, accounts and records in the Ordinary Course of Business; (iii) not materially amend, modify, terminate, waive any rights under or create any Lien (other than a Lien that will not be transferred to Purchaser at the Closing) with respect to any of the Purchased Contracts; (iv) use commercially reasonable efforts to defend and protect the Purchased Assets from infringement or deterioration; (v) comply with applicable Laws with respect to the Business or any Purchased Assets, other than with respect to the failure of such compliance as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (vi) use commercially reasonable efforts to maintain in full force and effect all Transferred Permits/Licenses and comply with the terms of each such Transferred Permit/License and (vii) not enter into any agreement or commitment to take any action prohibited by this Section 8.2.
Actions Pending the Closing. Except (a) as required by applicable Law or by order of the Bankruptcy Court, (b) as otherwise expressly contemplated by this Agreement, or (c) with the prior written consent of Purchaser, during the period from the Effective Date to and through the Closing Date, Seller will (taking into account the commencement of the Bankruptcy Cases, the anticipated sale, liquidation and shut-down of operations of Seller other than the Business and other changes, facts and circumstances that customarily result from the events leading up to and following the commencement of bankruptcy proceedings): (i) maintain the Purchased Assets in their current condition, ordinary wear and tear excepted (and excluding sales of inventory in the Ordinary Course of Business); (ii) not materially amend, modify, terminate, let lapse (other than the expiration of a contract pursuant to its terms) or waive any rights under, or create any Lien with respect to, any of the Purchased Contracts; (iii) use commercially reasonable efforts to defend and protect the Purchased Assets from deterioration; (iv) comply in all material respects with applicable Laws with respect to the Purchased Assets; and (v) not enter into any agreement or commitment to take any action prohibited by this Section 8.2.
Actions Pending the Closing. The Investors will promptly share with each other all material information they receive from or on behalf of Seller in connection with the Acquisition. Xxxxxxx and Blackstone agree and acknowledge that SN has been appointed as “Buyer Party Representative” pursuant to, and solely to the extent contemplated by, Section 15.21 of the Purchase Agreement for the purposes of: (a) any matters related to the Hedging Transactions, including the entry, assignment, or novation thereof; and (b) any title and/or environmental matters set forth in Articles XIII and XIV of the Purchase Agreement (collectively, “Buyer Party Representative Matters”). Notwithstanding anything to the contrary herein or in the Purchase Agreement, SN may only take action with respect to any Buyer Party Representative Matter with the prior consent of Xxxxxx (which consent must be in writing with respect to any Hedging Transaction related to Xxxxxx), and Xxxxxxx Energy shall cause SN to act accordingly. Without limiting the foregoing, the mutual agreement and cooperation of Xxxxxxx and Xxxxxx will be required for all decisions made, and actions taken, by any Buyer Party under the Purchase Agreement, including with respect to Buyer Party Representative Matters, in the period between execution of the Purchase Agreement and Closing (the “Interim Period”). Decisions referenced in the preceding sentence that require the mutual agreement of all Buyer Parties under the Purchase Agreement include, but are not limited to, (a) consents required from Xxxxxxx and Xxxxxx during the Interim Period that relate to ongoing operations, (b) determining that the conditions to Closing specified in the Purchase Agreement have been satisfied, (c) waiving compliance with any agreements and Closing conditions contained in the Purchase Agreement, (d) amending, supplementing or modifying the Purchase Agreement, (e) exercising any remedies available under the Purchase Agreement in connection with a breach by Seller, including all matters with respect to Title Defects and Environmental Defects and (f) contacting, cooperating, complying with and/or negotiating with any third party whose consent or approval may be required in connection with consummation of the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, from and after the time that any Investor becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor (or its Affiliates) shall no longer be required for...
Actions Pending the Closing. Except (a) as required by applicable Law or by order of the Bankruptcy Court, which Order is consistent with this Agreement,
Actions Pending the Closing. (a) Except (1) as required by applicable Law or by the Bankruptcy Case, or (2) the limitations of the DIP Credit Agreement, or (3) as otherwise expressly contemplated by this Agreement, or (4) with the prior written consent of Purchaser, during the period from the Effective Date to and through the Closing Date, the Sellers shall, and shall cause the other Seller Entities and Seller shall operate the Joint Venture to: (i) conduct the Business in substantially the same manner as conducted as of the Effective Date in the ordinary course of business; (ii) use their commercially reasonable efforts to (A) maintain and preserve the business organization and management of the Business intact, (B) keep available the services of the Employees, and (C) maintain the existing relations with customers, distributors, suppliers, -65- creditors, business partners, Service Providers, Employees and others having business dealings with the Business; (iii) file all material Tax Returns and pay or deposit all material Taxes on a timely basis in the ordinary course of business; (iv) (A) maintain all Purchased Assets in good repair, working order and condition (ordinary wear and tear excepted) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto in the ordinary course of business, and (B) defend and protect the Purchased Assets from infringement or deterioration; (v) pay all undisputed accounts payable and collect all accounts receivable in the ordinary course of business; (vi) comply with all applicable Laws (including Environmental Laws) in all material respects; and (vii) deliver any operational proposals or authorities for expenditures regarding the Xxxxx and Mineral Leases. (b) Except (1) as required by applicable Law or permitted within the Bankruptcy Case, or (2) as permitted under the DIP Credit Agreement, or (3) as otherwise contemplated by this Agreement, or (4) with the prior written consent of Purchaser, during the period from the Effective Date to and through the Closing Date, the Sellers shall not, and shall cause the other Seller Entities and operate the Joint Venture so as not to: (i) permit, offer, agree or commit (in writing or otherwise) to permit, any of the Purchased Assets to become subject, directly or indirectly, to any Lien or Legal Proceeding, except for any Permitted Liens; (ii) enter into any Contract for the direct or indirect sale (whether by merger, sale of assets or stock, or o...
Actions Pending the Closing. Between the date of this Agreement and the Closing, the parties agree that they shall conduct themselves as follows:
Actions Pending the Closing. (a) From the date hereof until the Closing Date, and except as otherwise provided for by this Agreement, or consented to or approved by Purchaser, Sellers shall operate the Business in the ordinary course and shall use commercially reasonable efforts to maintain intact and preserve in all material respects Sellers’ business organization, the Purchased Assets, the Assumed Contracts, their properties, the Business and their relationships with Customers, Suppliers, employees and other Persons in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Sellers shall promptly notify Purchaser of any material changes to the Business, or WPCS-Seattle’s operations, financial position, assets, Assumed Contracts or prospects. Should any such fact or condition require any change in the Sellers’ disclosure schedules if the Sellers’ disclosure schedules were dated the date of the occurrence or discovery of any such fact or condition, Sellers will promptly deliver to Purchaser a supplement to the disclosure schedule specifying such change (the “Supplemental Disclosure Schedules”).
Actions Pending the Closing. (a) From the date hereof until the Closing Date, and except as otherwise provided for by this Agreement, or consented to or approved by Purchaser, Seller shall use its commercially reasonable efforts to preserve in all material respects its properties, business and relationships with customers, employees and other Persons in the usual, regular and ordinary course in substantially the same manner as heretofore conducted.
Actions Pending the Closing. (a) From the date hereof until the Closing Date, and except as otherwise provided for by this Agreement, or consented to or approved by Purchasers, Sellers and the Shareholder shall operate the Business in the ordinary course and shall use commercially reasonable efforts to maintain intact and preserve in all material respects Sellers’ business organization, the Purchased Assets, their properties, the Business and their relationships with Customers, Suppliers, employees and other Persons in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Sellers shall promptly notify Purchasers of any material changes to the Business, or Sellers’ operations, financial position, assets or prospects.
