Certain Operations. Should Seller not wish to pay any lease rental or other payment or participate in any reworking, deepening, drilling, completion, equipping or other operation on or with respect to any well or other Property Subdivision which may otherwise be required by Section 8.1 above, Seller shall give Buyer written notice thereof at least fifteen (15) days prior to the date such rental or other payment is due or, in the case of an operation, promptly after Seller receives notice of such proposed operation from the operator of such property (or if Seller is the operator, at the same xxxx Xxxxxx gives or is required to give notice of such proposed operation to the non-operators of such property); and Seller shall not be obligated to make any such payment or to elect to participate in any such operation which Seller does not wish to make or participate in unless Seller receives from Buyer, within a reasonable time prior to the date when such payment or election is required to be made by Seller, the written election and agreement of Buyer (i) to require Seller to take such action and (ii) to pay all costs and expenses of Seller with respect to such lease rental or other payment or such operation. Notwithstanding the foregoing, Seller shall not be obligated to pay any lease rental or other payment or to elect to participate in any operation if the operator of the property involved recommends that such action not be taken. If Buyer advances any funds pursuant to this Section 8.2(c) with respect to a particular portion of the Assets, such portion of the Assets is not conveyed to Buyer at Closing or Closing does not occur, and such funds are not reimbursed to Buyer within thirty (30) days after the earlier of Closing or termination of this Agreement, then, with respect to such particular portion of the Assets, (i) Buyer shall own and be entitled to any interest of Seller that would have lapsed but for such payment or (ii) in the case of operations, Buyer shall be entitled to receive the penalty, if any, that Seller, as nonconsenting party, would have suffered under the applicable operating or other agreement with respect to such operations as if Buyer were a consenting party thereunder; in each case, subject to and after deduction of any damages or other relief to which Seller may be entitled with respect to any breach by Buyer of this Agreement.
Certain Operations. Neither Obligor shall permit Petro or any of its Affiliates (other than the Star Gas and the Restricted Subsidiaries) to acquire a business which derives any revenues from the sale of propane if, after giving effect to such acquisition, Petro's Pro Forma Propane Volumes would equal or exceed the lesser of (a) 15% of Star Gas's reported propane volumes sold for the most recently completed four fiscal quarters which ended at least 90 days prior to the date of such acquisition and (b) 15 million gallons of propane (such lesser amount, the "maximum permitted amount"). If as a result of an acquisition, Petro's Pro Forma Propane Volumes exceed the maximum permitted amount, Petro shall not be in violation of this Section 10.30 if within the period of 90 days following such acquisition it completes the disposition of sufficient propane volume to reduce Petro's Pro Forma Propane Volumes below the maximum permitted amount. For purposes of this Section 10.30, "Petro's Pro Forma Propane Volumes" shall mean the actual propane volumes sold by Petro and any of its Affiliates (other than Star Gas and the Restricted Subsidiaries) for the most recently completed four fiscal quarters which ended at least 90 days prior to the date of determination plus the propane volumes sold of the propane business to be acquired for the most recently completed four fiscal quarters which ended at least 90 days prior to the date of determination. In addition, in the event Petro or any of its Affiliates (other than Star Gas and the Restricted Subsidiaries) owns a propane business, Star Gas shall not permit Petro or any such Affiliate to accept as a customer (except for de minimis, unintentional and isolated acceptances) any Person who is (or was during the last billing cycle of Star Gas and the Restricted Subsidiaries) a customer of Star Gas and the Restricted Subsidiaries.
Certain Operations. 21 Section 3.26. Investment Representation.................................. 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION
Certain Operations. Except as set forth on Section 3.25 of Seller's Disclosure Schedule, neither Acquired Company nor any of their Subsidiaries is or will be engaged at the Effective Time in any activity or business that either (x) comes within the definition of Host Business (as defined in the Noncompetition Agreement dated as of October 8, 1993, as amended, among Parent, Host Marriott Corporation and Host Marriott Services Corporation) or (y) would, if engaged in by Parent, breach the terms of the Noncompetition Agreement dated as of December 15, 1989 among Parent (as assignee of Host Marriott Corporation), Host International, Inc., Caterair Holdings Corporation and Caterair International Corporation.
Certain Operations. 33 Section 9.3 Public Announcements..............................................................34 Section 9.4 Actions and Efforts by Parties....................................................34 Section 9.5 Further Assurances................................................................34 Section 9.6 Records...........................................................................35 Section 9.7 Maintenance of Indemnification Provisions.........................................35 Section 9.8 No Other Solicitations............................................................36 Section 9.9 Company Name; Removal of Logos, etc...............................................36 Section 9.10 Compliance with Anti-Bribery Laws.................................................36 Section 9.11 Reorganization of the Company.....................................................38
Certain Operations. 100 Section 6.29 Independent Corporate Existence ..............................100
Certain Operations. 44 Section 10.31. Independent Organizational Existence............................................................ 45 Section 10.32. Damage, Destruction, Taking, Etc................................................................ 46 Section 11. Events of Default; Acceleration................................................................. 46 Section 12. Remedies on Default; Recourse, Etc.............................................................. 50 Section 13. Definitions..................................................................................... 51 Section 14. Registration, Transfer and Substitution of Notes................................................ 69
Certain Operations. 36 Section 8.3 Public Announcements . . . . . . . . . . . . . . . . . 37 Section 8.4 Actions by Parties . . . . . . . . . . . . . . . . . . 38 Section 8.5 Amendment of Schedules . . . . . . . . . . . . . . . . 38 Section 8.6 Further Assurances . . . . . . . . . . . . . . . . . . 38 Section 8.7 Records and Record Keeping System . . . . . . . . . . . 38 Section 8.8 Maintenance of Indemnification Provisions . . . . . . . 39 Section 8.9 Company Obligations . . . . . . . . . . . . . . . . . . 39 (iii) 5
Certain Operations. (1) Should the Company not wish to pay any lease rental or other payment or participate in any reworking, deepening, drilling, completion, equipping or other operation on or with respect to any well or other Property Subdivision which may otherwise be required by Section 8.1 above, the Company shall give Buyer written notice thereof at least fifteen (15) days prior to the date such rental or other payment is due or, in the case of an operation, promptly after the Company receives notice of such proposed operation from the operator of such property (or if the Company is the operator, at the same time the Company gives or is required to give notice of such proposed operation to the non-operators of such property). The Company shall not be obligated to make any such payment or to elect to participate in any such operation which the Company does not wish to make or participate in unless the Company receives from Buyer, within a reasonable time prior to the date when such payment or election is required to be made by the Company, (a) the written election and agreement of Buyer (i) to require the Company to take such action and (ii) to pay all costs and expenses of the Company with respect to such lease rental or other payment or such operation and (b) the funds necessary for such payment or operation as contained in the applicable AFE therefor or estimated by the
Certain Operations. 113 Section 6.29. Funded Debt to Cash Flow ..............................................114 Section 6.30. Independent Corporate Existence .......................................114
