Additional Operating Covenants Sample Clauses

Additional Operating Covenants. During the period from the Effective Date to the Closing Date, Owner, Operating Lessee, Wyndham Manager and Wyndham shall allow Purchaser, at its sole expense, to install a management team (the “Shadow Management Team”) to monitor operations at each Hotel managed by an Affiliate of Wyndham. Purchaser shall (i) cause the Shadow Management Team to minimize interference with, and not to unreasonably interfere with, operations at each such Hotel and (ii) shall designate in writing within two (2) business days following the Effective Date one member of the Shadow Management Team (“Decision Team Member”) at each such Hotel to receive and give all approvals required under this Section 6.7 and all other provisions of this Article VI which are subject to Purchaser’s prior consent. During such period Owner, Operating Lessee, Wyndham Manager and Sellers shall provide to the Shadow Management Team the following: (a) access to all data and Executive Employees regarding the day-to-day operation of each such Hotel, (b) the right to approve group bookings, in excess of twenty-five (25) rooms for a period of three or more nights, at each such Hotel, (c) the right to approve yield management decisions with respect to each such Hotel that are inconsistent with the yield matrices for the Properties provided to Purchaser as of the Effective Date, (d) the right to approve hiring, termination (except for cause) and transfer decisions regarding such Executive Committee Employees at each such Hotel and (e) the right to approve all capital expenditures with respect to each such Hotel in excess of $20,000, except for emergency expenditures which shall include, without limitation, life and health safety expenditures and for capital expenditures made pursuant to any Operating Agreement in effect as of the Effective Date which cannot be terminated without penalty. As to each Hotel that is not managed by an Affiliate of Wyndham, Purchaser will have the foregoing approval and access rights to the extent, and only to the extent, Wyndham and the Owners have such approval and access rights pursuant to the terms of the relevant Third Party Management Agreement, provided that such approval and access rights shall be subject to limitations imposed upon Wyndham pursuant to the terms of the relevant Third Party Management Agreement. To the extent that there is a vacancy in the Executive Committee Employees at any Property managed by an Affiliate of Wyndham prior to Closing, Purchaser shall have ...

Additional Operating Covenants. Tenant expressly covenants and agrees, at all times during the Term and such other times as Tenant occupies the Premises or any part thereof, to comply, at its own cost and expense, with the following and only in the areas and through entrances and exits designated for such purposes by Landlord:

Additional Operating Covenants. Borrowers shall not enter into any contracts to fix the price of gas in excess of 100% of the estimated production from the proved reserves of oil and gas properties. Except for sales of oil, gas and other hydrocarbons in the ordinary course of its business, Borrowers may not sell, lease, pledge or otherwise encumber Lender's collateral, unless Xxxxxx agrees otherwise. Borrower shall not incur any additional debt without approval from Lender. Borrowers shall maintain, at its expense, insurance in such amounts and against such risk as are customarily maintained by companies engaged in the same or similar operations and in the same locations. All such policies shall include a mortgagee clause in favor of Xxxxxx. Borrowers shall not engage in marketing activities for any hydrocarbons or enter into any contracts related thereto other than contracts for the sale of hydrocarbons scheduled or reasonably estimated to be produced from Borrowers proved oil and gas properties during the period of such contract, and (b) contracts for the sale of hydrocarbons scheduled or reasonably estimated to be produced from the oil and gas properties of third parties during the period of such contract associated with the oil and gas properties of Borrowers that Borrowers have the right to market pursuant to joint operating agreements or similar contracts that are usual and customary in the oil and gas business. Borrowers shall not allow gas imbalances, take-or-pay or other prepayments with respect to the oil gas properties of Borrowers that would require Borrowers to deliver, in the aggregate, two percent (2%) or more of the monthly production of hydrocarbons at some future time without then or thereafter receiving full payment. Borrowers shall indenmify Lender from and against loss or damage by reason of any contamination, cleanup, environmental actions and claims or the imposition of a lien against the Collateral relating to contamination. All revenue distribution and operating accounts of Borrowers shall be maintained with Xxxxxx and all advances hereunder shall be credited to such operating accounts.

Additional Operating Covenants. Save as to the transactions contemplated under this Agreement and other Transaction Documents, including the Schedule on Use of Funds attached hereto as Exhibit J , the Company, ABM, WFOE and SMT (the “Group Companies”)shall not: (a) acquire or dispose of, or agree to acquire or dispose of, any material asset, or enter into or amend any agreement or incur any commitment to do so, in each case involving consideration, expenditure or liabilities in excess of US$7 million;. (b) acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture; (c) incur any additional borrowings or incur any other indebtedness for borrowed money for five years after Closing, other than trade indebtedness incurred in the ordinary course of business, which would cause the Company’s borrowings to be more than twice as much as the sum of the earnings before income taxes, depreciation and amortization from recurring operations over the prior four quarters. (d) other than in relation to the issue of the Conversion Shares or Warrant Shares, and other than with respect to the Company Stock Option Plan, create, allot or issue any share capital or loan capital of any Group Company or any option, warrant, or similar right to subscribe for the same; (e) repay, redeem or repurchase or agree to repay, redeem or repurchase any share capital or loan capital of any Group Company; (f) subdivide outstanding share capital into a larger number of shares, combine (including by way of reverse stock split) outstanding share capital into a smaller number of shares, or issue by reclassification any share capital; (g) subdivide outstanding share capital into a larger number of shares, combine (including by way of reverse stock split) outstanding share capital into a smaller number of shares, or issue by reclassification any share capital; (h) effect any merger or consolidation of the any Group Company with or into another Person (other than a merger or consolidation between wholly-owned subsidiaries of the Company), effect any sale of all or substantially all of its assets in one or a series of related transactions, enter into or support any tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of share capital or other securities of any Group Company are permitted to tender or exchange their shares or securities for other securities, for cash or for property, or effect any reclassification of its share capital or ...

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Operating Covenants From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided that Sellers shall use commercially reasonable efforts to notify Buyer of the terms of any such Contract prior to the execution thereof), (B) confidentiality agreements entered into in accordance with the Bid Procedures Order, (C) contracts or agreements entered into in connection with the Bankruptcy Cases (including any in connection with an Alternative Transaction) and (D) Contracts that would not adversely affect the Assets in any material respect; (iii) amend or modify in any material respect or terminate any Purchased Contract (other than termination or expiration in accordance with its terms) or any Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; (iv) change the methods of accounting or accounting practice by Sellers, except as required by concurrent changes in Applicable Law or GAAP as agreed to by its independent public accountants; or (v) to the extent any of the following would reasonably have the effect of increasing the Non-Income Tax liability of Buyer for any period after the Closing Date, (A) make any settlement of or compromise any Non-Income Tax liability with respect to the Assets, (B) change any Non-Income Tax election or Non-Income Tax method of accounting or make any new Non-Income Tax election or adopt any new Non-Income Tax method of accounting with respect to the Assets; (C) surrender any right to claim a refund of Non-Income Taxes with respect to the Assets; or (D) consent to any extension or waiver of the limitation period applicable to any Non-Income Tax claim or assessment with respect to the Assets.
Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.
Joint Covenants Buyer and Seller hereby covenant and agree as follows:
Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.
CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.
REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:
Additional Negative Covenants Not to, without the Bank’s written consent: (a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company. (b) Acquire or purchase a business or its assets. (c) Engage in any business activities substantially different from the Borrower’s present business. (d) Liquidate or dissolve the Borrower’s business.
Equipment Covenants With respect to the Equipment: (a) upon Agent’s request, Borrowers and Guarantors shall, at their expense, at any time or times as Agent may request after the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Equipment in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (b) Borrowers and Guarantors shall use commercially reasonable efforts to keep the Equipment in good order, repair and running (ordinary wear and tear excepted); (c) Borrowers and Guarantors shall use the Equipment with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with all applicable laws; (d) the Equipment is and shall be used in the business of Borrowers and Guarantors and not for personal, family, household or farming use; (e) Borrowers and Guarantors shall not remove any Equipment from the locations set forth or permitted herein, except to the extent necessary to have any Equipment repaired or maintained in the ordinary course of its business or to move Equipment directly from one location set forth or permitted herein to another such location and except for the movement of motor vehicles used by or for the benefit of Borrowers and Guarantors in the ordinary course of business; (f) the Equipment is now and shall remain personal property and Borrowers and Guarantors shall not permit any of the Equipment to be or become a part of or affixed to real property; and (g) Borrowers and Guarantors assume all responsibility and liability arising from the use of the Equipment.
Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).
Closing Covenants The Purchaser agrees with the Vendor that after closing he:

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