Conduct of Business and Preservation of Assets Sample Clauses

Conduct of Business and Preservation of Assets. Each Obligor shall:
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Conduct of Business and Preservation of Assets. (a) Until the Closing, Buyer and Sellers agree to cooperate with each other to effect an orderly transition of the ongoing operation of the Purchased Assets and Sellers shall use their respective Best Efforts to preserve, maintain and protect the Purchased Assets. From and after the date of this Agreement and until the Closing Date, without the prior express written consent of Buyer, which consent shall not be unreasonably withheld or delayed, Sellers will not, and Parent will not permit any of its Affiliates to, (i) make any material change in the conduct of the ongoing operation of the Rigs taken as a whole, (ii) enter into any new drilling contracts with respect to the Rigs or any other contracts or agreements with respect to the Rigs other than the PEMEX Contracts and other contracts entered into in the ordinary course of business that are not expected to extend beyond 180 days, or amend, in any respect adverse to Sellers or Buyer, any Drilling Contract or Other Contract or (iii) commit itself to do any of the foregoing.
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Conduct of Business and Preservation of Assets. Until the Closing, Buyer and Seller agree to cooperate with each other to effect an orderly transition of the ongoing operation of the Purchased Assets and Seller shall preserve, maintain and protect the Purchased Assets consistent with past practice. From and after the date of this Agreement and until the Closing Date, without the prior express written consent of Buyer, which consent shall not be unreasonably withheld or delayed, Seller and its Affiliates will:
Sample 1
Conduct of Business and Preservation of Assets. Until Closing, Seller, Parent and Buyer agree to cooperate with each other to effect an orderly transition of the ongoing operation of the Assets (including jointly contacting customers of the Business and informing them of this Agreement and the transfer to Buyer of the Business), and Seller and Parent shall use their Best Efforts to preserve, maintain and protect the Business and the Assets, and to maintain the relationships with existing employees, customers and suppliers relating to the Business and the Assets. From and after the date of this Agreement and until the Closing Date, and except as otherwise contemplated by this Agreement, (a) Seller, Parent and BVI will conduct the Business only in the ordinary course, and (b) without the prior express written consent of Buyer, neither Seller nor Parent will, and neither Seller nor Parent will permit any of its Affiliates (including BVI) to, (i) make any material change in the conduct of the ongoing operation of the Business, (ii) enter into any new drilling contracts with respect to the Drilling Rigs, unless such contracts may reasonably be expected to have a duration of 90 days or less, enter into any other contracts or agreements with respect to the Drilling Rigs other than in the ordinary course of business, or amend, in any respect adverse to Seller, Parent, BVI or Buyer, any Drilling Contract or Other Contract, (iii) move any Drilling Rig to a different geographic region, (iv) merge or consolidate with or into another person or entity, sell all or substantially all of its assets, liquidate or dissolve or seek protection from creditors under applicable bankruptcy law, or (v) commit itself to do any of the foregoing.
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Conduct of Business and Preservation of Assets. Until the Closing, Buyer and Seller agree to cooperate with each other to effect an orderly transition of the ongoing operation of the Purchased Assets and Seller shall use its Best Efforts to preserve, maintain and protect the Purchased Assets and to assist in Buyer's retention of Seller's employees. From and after the date of this Agreement and until the Closing Date, without the prior express written consent of Buyer, which consent shall not be unreasonably withheld or delayed, Seller will not, and Seller will not permit any of its Affiliates to: (i) make any material change in the conduct of the ongoing operation of the Rigs taken as a whole, (ii) enter into any new drilling contracts with respect to the Rigs or enter into any other contracts or agreements with respect to the Rigs other than in the ordinary course of business, or amend, in any respect adverse to Seller or Buyer, any Drilling Contract, Other Contract or Lease, (iii) transfer, sell or otherwise convey or dispose of any of the Rigs or Inventory (other than the utilization of the Inventory in the ordinary course of operating the Rigs consistent with past practice), (iv) enter into any Other Contract that would obligate the Buyer in any respect after the Closing, (v) waive any material rights under any Drilling Contract or Other Contract, (vi) move any Rig to a different geographic region or (vii) commit itself to do any of the foregoing.
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Conduct of Business and Preservation of Assets a. Until the Closing, the parties hereto agree to cooperate with each other to effect an orderly transition of the ongoing operation of the Assets and Seller shall use commercially reasonable efforts to preserve, maintain and protect the Assets from and after the date of this Agreement and until the Closing Date, without the prior express written consent of Purchaser, neither will:
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Related to Conduct of Business and Preservation of Assets

  • Preservation of Assets Each Obligor shall (and the Company shall ensure that each member of the Restricted Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Conduct of Business and Maintenance of Existence and Assets (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

  • Conduct of Business by Parent (a) From and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Existence and Conduct of Business Each Credit Party shall: do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises; continue to conduct its business substantially as now conducted or as otherwise permitted hereunder; at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with industry practices; and transact business only in such corporate and trade names as are set forth in Disclosure Schedule (5.1).

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