Conduct of Business and Maintenance of Existence; Pursuit of Restructuring Sample Clauses

Conduct of Business and Maintenance of Existence; Pursuit of Restructuring. The Debtor shall (a) continue to engage in business of the same general type as conducted by the Debtor on the Effective Date, (b) maintain the Collateral in a commercially reasonable manner, and (c) preserve, renew and keep in full force and effect the corporate existence of the Debtor and its rights, privileges and franchises necessary or desirable in the normal conduct of business. The Debtor shall notify the Lender of any change in its place of business, location(s) of the Collateral and location(s) of books and records at least ten (10) days prior to such change(s). In addition, the Debtor shall not change its name, identity or corporate structure in any manner or use any trade, assumed or fictitious name except after providing at least ten (10) days’ notice prior to the effective date of such change. The Debtor shall use its best efforts to consummate the Restructuring as provided in the Term Sheet, including through confirmation and effectiveness of the Plan. In furtherance of the Restructuring (and in accordance with the Budget), the Debtor shall conduct a market check as permitted under Delaware corporate law and initiate and respond to proposals or offers for an Alternative Transaction to the extent consistent therewith and necessary to conduct a reasonable market check for purposes of confirming the Plan including the Restructuring. The Debtor shall promptly provide to the Lender copies of all communications, documentation and materials received or communicated by the Debtor concerning such an Alternative Transaction (or reasonable written summaries of oral communications). The Lender is hereby granted a right of first refusal with respect to any Alternative Transaction. In the event any Alternative Transaction involves consideration other than cash, Lender may match such consideration by the issuance of unsecured fully amortized promissory notes in an initial principal amount equal to the fair market value of such consideration calculated at the time of approval of the Alternative Transaction, with a maturity of not less than five years and at an interest rate of four percent (4%) per annum.
Sample 1
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Related to Conduct of Business and Maintenance of Existence; Pursuit of Restructuring

  • Maintenance of Existence The Fund shall continue to maintain its existence as a business trust under the laws of the Commonwealth of Massachusetts, with full right and power to issue the New VMTP Shares and to execute, deliver and perform its obligations under this Agreement and each Related Document.

  • Preservation of Existence, Etc (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

  • No Restriction on Existing Examination and Investigative Authority That this Agreement shall in no way preclude any State Mortgage Regulator from exercising its examination or investigative authority authorized under the laws of the corresponding Participating State in the instance a determination is made wherein Respondent is found not to be adhering to the requirements of the Agreement, other than inadvertent and isolated errors that are promptly corrected by Respondent, or involving any unrelated matter not subject to the terms of this Agreement. The Parties agree that the failure of Respondent to comply with any term or condition of this Agreement with respect to a particular State shall be treated as a violation of an Order of the State and may be enforced as such. Moreover, Respondent acknowledges and agrees that this Agreement is only binding on the State Mortgage Regulators and not any other Local, State or Federal Agency, Department or Office.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • License of Pre-Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre- existing Intellectual Property.

  • OPERATION OF AGREEMENT This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • TRANSITION OF SUPPLY In connection with the expiration, cancellation or termination of the Purchase Order by either Buyer or Seller, in whole or in part, for any or no cause (including, without limitation, Buyer’s decision to change to an alternate source for manufacture of the goods in question, including but not limited to a Buyer- owned or -operated facility), Seller will cooperate in the transition of supply. Seller will continue production and delivery of all goods and services as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s). Subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of the goods or services, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing. If resource of the goods or services occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that, upon request, Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx will pay the agreed portion to Seller and pay the disputed portion into third-party escrow for disbursement after the dispute has been resolved.

  • Payment of Project Activities County will reimburse Subrecipient for eligible project-related costs only. Subrecipient shall submit requests for reimbursement to County on a monthly basis beginning on August 1, 2021, and must provide adequate documentation as required by County in accordance with the OC Community Resources Contract Reimbursement Policy, as set forth in Exhibit 1, attached hereto and incorporated herein by reference. In addition, Subrecipient will provide a progress Grantee Performance Report (“GPR Information Form”) for the time period covered, as prescribed by County. Failure to provide any of the required documentation and reporting will cause County to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to Subrecipient, until such documentation and reporting has been received and approved by County.

  • Maintenance of Properties (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

  • Operation and Maintenance 17.1 O&M obligations of the Concessionaire

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