Additional Agreements Covenants Rights and Obligations. (a) Except as provided by this Agreement or the CCA Agreement or as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall and shall cause WOL to:
(i) conduct the business and operations of the Contributed Entities in the usual and ordinary course thereof; and
(ii) preserve, maintain and protect the assets and operations of the Contributed Entities related thereto as are now being conducted; provided, however, the Contributing Parties shall not, to the extent commercially unreasonable, be required to make any payments or enter into any contractual arrangements or understandings to satisfy the foregoing obligations in this Section 5.1.
(b) Except (i) as provided by this Agreement or the CCA Agreement, (ii) as set forth in Disclosure Schedule 5.1(b), or (iii) as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall not (to the extent such action would affect the Contributed Entities), and shall not permit any of the Contributed Entities to:
(i) amend its organizational documents;
(ii) liquidate, dissolve, recapitalize or otherwise wind up its business;
(iii) make any material change in any method of accounting or accounting principles, practices or policies, other than those required by GAAP or Applicable Law;
(iv) make, amend or revoke any material election with respect to Taxes;
(v) enter into any Material Contract, or terminate any Material Contract or amend any Material Contract in any material respect, in each case, other than in the ordinary course of business;
(vi) purchase or otherwise acquire (including by lease) any asset or business of, or any equity interest in, any Person for consideration in excess of $10,000,000 other than in the ordinary course of business;
(vii) sell, lease or otherwise dispose of any asset for consideration in excess of $10,000,000 other than in the ordinary course of business;
(viii) take any action, refrain from taking any action, or enter into any agreement or contract that would result in the imposition of any Lien (other than Permitted Liens) on any of such Contributed Entity’s assets;
(ix) file any material lawsuit;
(x) cancel, compromise, waive, release or settle any right, claim or lawsuit other than immaterial rights and claims in the ordinary course of business consistent with past practice;
(xi) undertake any capital project in e...
Additional Agreements Covenants Rights and Obligations. SECTION 5.1
Additional Agreements Covenants Rights and Obligations. 6.1 Access to Information. From the date of this Agreement to the Closing, the Contributors shall provide and shall cause Triton to provide to the General Partner and its authorized representatives, and the General Partner shall provide and shall cause the MLP, the OLP and each of the Subsidiaries to provide to the Contributors and their respective authorized representatives, reasonable access to all of the books, records, assets, properties and employees, and shall furnish or cause to be furnished, as applicable, to the applicable other party hereto such information as such other party may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which any such party is bound or any applicable law or regulation. Each of the parties hereto will use its reasonable business efforts to secure all requisite consents for the examination by the party and its representatives of all information covered by confidentiality agreements. Each of the parties hereto shall allow the other party access to and consultation with the lawyers, accountants and other professionals employed by or used by such parties for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. The Contributors shall cause Triton to provide to the General Partner, and the General Partner shall cause the MLP to provide to the Contributors, unaudited financial statements for Triton and the MLP, respectively, within 30 days of the end of each month prior to the Closing.
Additional Agreements Covenants Rights and Obligations. Conduct of Business.
Additional Agreements Covenants Rights and Obligations. 5.1 Access to Information. From the date of this Agreement to the Closing, each of the Purchaser, the KM General Partner, Holdings, the SF General Partner and the Trading Partnership shall provide, the Purchaser shall cause each of its subsidiaries to provide, and the SF General Partner shall cause the Operating Partnership to provide to each of the parties hereto reasonable access to all of its books, records, assets, properties and employees, and shall furnish or cause to be furnished, as applicable, to each of the parties hereto such information as any such party may reasonably request, unless any such access and disclosure would violate the terms of any agreement to which any such party is bound or any applicable law or regulation. Each of the above-named parties will use its reasonable business efforts to secure all requisite consents for the examination by the other parties and their representatives of all information covered by confidentiality agreements. Each of the above-named parties will allow the other parties access to and consultation with the lawyers, accountants, and other professionals employed by or used by such parties for all purposes under this Agreement. Any such consultation shall occur under circumstances appropriate to maintain intact the attorney-client privilege as to privileged communications and attorney work product. Until the Closing Date, the confidentiality of any data or information so acquired shall be maintained by each of the above-named parties and their representatives pursuant to the terms of those certain Confidentiality Agreements executed by the parties on or about June 27, 1997, July 1, 1997 and September 16, 1997 (the "Confidentiality Agreements"), which each of the above-named parties hereby acknowledges is binding on it.
Additional Agreements Covenants Rights and Obligations. A. Purchasers and Seller shall cooperate and use their best efforts to secure any approvals or consents which may be legally or contractually required from the Government of Congo, the Government of the United States or other governmental authorities, or any other entity for the transactions contemplated by this Agreement. Purchasers and Seller shall keep each other advised on a timely basis of the steps proposed to be taken to obtain such approvals and consents and the results thereof.
B. Purchasers and Seller shall issue such notices to third parties as may be required by law, regulations, rules, decrees or orders to inform them of the sale and purchase of the Companies.
C. The Parties have determined that the preferential rights provided under the JOA will not be triggered by the transaction contemplated by this Agreement and that therefore the notices in regard to such rights should not be given to the JOA Partners. Any assertion by a JOA Partner of such a preferential right shall not be considered a breach of any warranty given by Seller.
D. Purchasers and Guarantors further covenant and represent:
(1) Purchasers were each formed solely for the purpose of enabling Purchasers to acquire the Shares.
(2) Prior to the Closing, Purchasers conducted no business, had no income, had no operating assets, had substantially no liabilities, and conducted no activities that were not related to the acquisition of the Shares.
(3) Purchasers have furnished to Seller correct and complete written commitments from OPIC committing to provide Waltxx xxx Nuevo only
Additional Agreements Covenants Rights and Obligations. Section 4.1 Commercially Reasonable Best Efforts; Further Assurances. From and after the date hereof, upon the terms and subject to the conditions hereof, the Buyer and each Seller shall use its or his commercially reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or after the Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, contribution, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective such transactions.
Additional Agreements Covenants Rights and Obligations. SECTION 6.1 Further Assurances 44 SECTION 6.2 Public Announcement 44 SECTION 6.3 Regulatory Issues 45 SECTION 6.4 Confidentiality 45 SECTION 6.5 Expenses 45 SECTION 6.6 Releases 45 SECTION 6.7 Employees; Benefit Plans 47 SECTION 6.8 D&O Insurance 48 SECTION 6.9 Tax Matters 49 SECTION 6.10 Tax Contests 51 SECTION 7.1 Survival Periods 51 SECTION 7.2 Indemnification by Sellers 52 SECTION 7.3 Indemnification by PAC and PAC Sub 55 SECTION 7.4 Indemnification Procedures 55 SECTION 7.5 Limitations on Indemnification 57 SECTION 7.6 Determination of Loss 58 SECTION 7.7 Exclusive Remedy 58 SECTION 7.8 Consideration Adjustment 58
Additional Agreements Covenants Rights and Obligations. 5.1 Operation of CIG and SNG 5.2 Supplemental Disclosure
Additional Agreements Covenants Rights and Obligations
