Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change.
Compliance with Certain Contracts. (a) Each of the Borrower and the Restricted Subsidiaries shall enforce its rights under each Material Contract, except, in each case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.
Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, except to the extent non-compliance or non-enforcement could not reasonably be expected to be materially adverse to the Lenders.
Compliance with Certain Contracts. To the extent that Cummins is a party to any Contracts that provide that certain actions or inactions of Cummins Affiliates (which for purposes of such Contract include any member of the Filtration Group) may result in Cummins being in breach of or in default under such Contracts and Cummins has advised Filtration of the existence, and has furnished Filtration with copies, of such Contracts (or the relevant portions thereof), Filtration shall not take or fail to take, as applicable, and Filtration shall cause the other members of the Filtration Group not to take or fail to take, as applicable, any actions that would or could reasonably be expected to result in Cummins being in breach of or in default under any such Contract. The Parties acknowledge and agree that, from time to time, Cummins may in good faith enter into additional Contracts or amendments to existing Contracts that provide that certain actions or inactions of Cummins Subsidiaries or Affiliates (including, for purposes of this Section 7.5(c), members of the Filtration Group) may result in Cummins being in breach of or in default under such Contracts. Cummins shall promptly provide Filtration with notice of such additional Contracts or amendments to existing Contracts. In such event, Filtration shall not thereafter take or fail to take, as applicable, and Filtration shall cause the other members of the Filtration Group not to take or fail to take, as applicable, any actions that would or could reasonably be expected to result in Cummins being in breach of or in default under any such additional Contracts or amendments to existing Contracts. Cummins acknowledges and agrees that Filtration shall not be deemed in breach of this Section 7.5(c) to the extent that, prior to being notified by Cummins of an additional Contract or an amendment to an existing Contract pursuant to this Section 7.5(c), a Filtration Group member already has taken or failed to take one or more actions that would otherwise constitute a breach of this Section 7.5(c) had such action(s) or inaction(s) occurred after such notification; provided that Filtration does not, after notification by Cummins, take any further action or fail to take any action that contributes further to such breach or default. Filtration agrees that any Information provided to it pursuant to this Section 7.5(c) will constitute Information that is subject to Filtration’s obligations under Article VI.
Compliance with Certain Contracts. 100 8.1.15 Certain Additional Assurances Regarding Maintenance and Operations of Properties. 101 8.1.16 [Reserved]. 101
Compliance with Certain Contracts. 107 8.1.15 Certain Additional Assurances Regarding Maintenance and Operations of Properties. 107 8.1.16 Lease Agreements 107 8.1.17 Collateral. 108 8.1.18 Title Information. 112 8.1.19 Maintenance of Permits. 113 8.1.20 Post-Closing Matters. 113 8.1.21 Accounts. 113 8.2 Negative Covenants. 114 8.2.1 Indebtedness. 114 8.2.2 Liens. 116 8.2.3 Designation of Unrestricted Subsidiaries. 117 8.2.4 Loans and Investments. 118 8.2.5 Restricted Payments. 121 8.2.6 Liquidations, Mergers, Consolidations, Acquisitions. 122 8.2.7 Dispositions. 123 8.2.8 Affiliate Transactions. 126 8.2.9 Change in Business. 128 8.2.10 Fiscal Year. 128 8.2.11 Amendments to Organizational Documents or Certain Other Indebtedness. 128 8.2.12 Swaps. 129 8.2.13 Sale of Proved Reserves; Pooling. 130 8.2.14 Financial Covenants. 130 8.2.15 Restrictions on Distributions from Restricted Subsidiaries. 131 8.2.16 Negative Pledge Agreements. 132 8.2.17 Anti-Hoarding. 134 8.3 Reporting Requirements. 135 8.3.1 Quarterly Financial Statements. 135 8.3.2 Annual Financial Statements. 135 8.3.3 SEC Website. 135 8.3.4 Certificate of the Borrower. 135 8.3.5 Notice of Default. 136
Compliance with Certain Contracts. 4.5 Financing.................................................................. 4.6
Compliance with Certain Contracts. Conseco and its Subsidiaries are in compliance with their respective obligations under all Contracts between Conseco or one of its Subsidiaries and the Company or one of its Subsidiaries, except where the failure to be in compliance would not have a material adverse effect on the validity or enforceability of this Agreement or on the ability of Conseco to perform its obligations under this Agreement.
Compliance with Certain Contracts. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries shall not, and no Member shall cause the Company or any of its Subsidiaries to, take any action that would cause AT&T Member or any Subsidiary of AT&T Inc. to violate or breach the non-compete restrictive covenants in the agreements set forth on Exhibit E for as long as the Membership Percentage of AT&T Member is at least 50%. AT&T Member and any Subsidiary of AT&T Inc. shall not amend any such agreements in any manner that would, directly or indirectly, adversely affect the Company and its Subsidiaries or Investor Member (including by increasing the scope or duration of the non-compete restrictive covenants) without the prior written consent of Investor Member.
Compliance with Certain Contracts. Each of the Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, except to the extent non-compliance or non-enforcement could not reasonably be expected to be materially adverse to the Lenders. Each of the Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Material Contracts (other than Specified Material Contracts) and enforce its rights under each such Material Contract, except, in each case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.
