Continuing Operations. The State undertakes not to interfere with the conduct of Petroleum Operations in the Contract Area retained by the Contractor in the event that the State should elect to take over a Discovery or Field pursuant to Article 24.2. If requested by the Ministry, the Contractor shall undertake to continue all operations for a fee and on terms to be agreed between the Ministry and the Contractor.
Continuing Operations. From the date of this Agreement to the --------------------- earlier of (i) the Closing Date or (ii) the termination of this Agreement in accordance with its terms (the "Interim Period"), the Company and its -------------- Subsidiaries shall conduct their business in the ordinary and usual course, and, except as set forth on Schedule 6.3, neither the Company nor any Subsidiary ------------ shall, without the prior consent of Purchasers except as expressly contemplated hereby:
(a) amend its charter or bylaws; split (including any reverse split), combine, or reclassify any shares of its capital stock; adopt resolutions authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the capital structure of the Company or any Subsidiary; or make any other material changes in its capital structure;
(b) except in the ordinary course of business consistent with past practice, (i) incur any material liability or obligation, (ii) become liable or responsible for the material obligations of any other Person (other than wholly owned Subsidiaries) or (iii) pay, discharge, or satisfy any material claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted), other than the payment, discharge, or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in the financial statements; provided that, in no event shall any of the Companies enter into any settlement or compromise of any litigation or claims involving liability in excess of $1,000,000, without the prior written approval of the Purchasers;
(c) incur any indebtedness for borrowed money, other than revolving debt and letters of credit under the Credit Facility and up to an aggregate of $2,000,000 of debt for capital assets;
(d) make any loans or advances to any person, other than (i) advances to employees in the ordinary and usual course of business and (ii) transactions among or between the Company and its Subsidiaries with respect to cash management conducted in the ordinary and usual course of business;
(e) declare or pay any dividend or make any other distribution with respect to its capital stock, other than dividends paid by any Subsidiary to the Company or another Subsidiary in the ordinary and usual course of business or to the holders of the Convertible Exchangeable Preferred Stock as required pursuant ...
Continuing Operations. From and after the Closing Date, the Company shall, and shall use its best efforts to cause each Subsidiary to, use all commercially reasonable efforts to operate its business in a prudent fashion and in such a fashion as is not likely to result in a Material Adverse Effect on the Company; PROVIDED, HOWEVER, that the Company shall not be liable to the Purchaser for violation of this Section 6.3 in connection with any action or operation of the Company that those members of the Board of Directors who were elected by the Purchaser (as provided in Section 6.13 of this Agreement) voted to approve, adopt or ratify (if such action or operation was voted upon by the Board of Directors), unless the information provided to the Board of Directors in connection with its vote upon such action or operation failed to contain all information that a reasonable person would deem material in considering such action or operation.
Continuing Operations. The Parties agree that, notwithstanding --------------------- the occurrence of the Closing, the Seller shall continue to have title to and possession of all of the Acquired Assets until June 30, 2001, and shall continue to operate the Acquired Assets to produce Inventory between the Closing and June 30, 2001. The Seller shall be responsible for all Losses arising out of or related to the conduct of the Business or the ownership of the Acquired Assets until title to the Acquired Assets is transferred to the Buyer in accordance with the terms hereof. On and as of June 30, 2001, except solely to the extent required to comply with (S) 5.10, the Selling Parties shall have: (i) ceased all manufacturing operations at the Streamwood Facility; (ii) closed the Streamwood Facility in accordance with (S) 5.12; and (iii) terminated the employment of all of the employees of the Seller except those employees that are to be retained by the Seller.
2.8. Section 5.10. Section 5.10 of the Prior Agreement is amended by ------------ substituting the phrase "June 30, 2001" for the phrase "the Closing Date" each place where it appears therein.
2.9. Section 5.11. Section 5.11 of the Prior Agreement is amended by ------------ substituting the phrase "June 30, 2001" for the phrase "the Closing Date" each place where it appears therein. The first paragraph of Section 5.11 is amended to read in its entirety as follows:
Continuing Operations. (a) Subject to approval of the Representatives as and to the extent hereinafter provided, the Manager shall be responsible for supervision of the winding up of the construction phase of Project 2, including without limitation supervising the completion of punch list items and enforcement of guarantees, but Manager will not be a guarantor of the construction activities nor responsible for defects therein. The Representatives approved a "Claims Budget" of $25,000,000, including contract balances, to deal with the pending and anticipated contract balances and claims from the winding up of the construction Phase of Project 2 ("Claims"). In connection with the resolution of such Claims, Manager shall be obligated to secure the approval of the Representatives before spending in excess of $1,000,000 to settle or resolve any Claim or group of Claims within any 30 day period. Manager shall consult with the Representatives as to the timing of any payments required to settle such Claims and shall secure the approval of its Representatives of any settlement or resolution of Claims that calls for disbursement of more than $1,000,000 within any 30 day period. Any changes to the Claims Budget shall require the consent of the Representatives, and Manager shall not exceed the Claims Budget in settling or resolving Claims. Manager shall provide the Representatives with quarterly reports on the status of the Claims and its efforts to resolve them and such other information with respect thereto as they may request. The Manager shall, with respect to the Combined Project, propose to the Representatives for their approval annual operating plans, annual operating budgets, annual capital expenditure plans, and annual capital expenditure budgets for each of Project I and Project 2. Each budget (of whatever type) shall include a 10% contingency factor. The Manager shall also propose to the Representatives for their approval the procedures to be followed by the Partnership in selecting contractors to be engaged by the Partnership. Subject to compliance with the aforesaid approved budgets and with the remaining provisions of this Section 13 and with Section 14, the day-to-day operation and control of the Combined Project will be performed by the Manager and without derogating from the generality of the foregoing, the Manager shall select the persons and entities to be engaged and employed in the operation of the Combined Project, cause the Partnership to enter into any and all contra...
Continuing Operations. Seller shall continue to maintain and operate the Property in good condition and repair and otherwise in the same manner as before the making of this Agreement. Between the Effective Date and the Closing, Seller will advise Buyer of any written notice Seller receives after the Effective Date from any governmental authority regarding the violation of any laws regulating the condition or use of the Property.
Continuing Operations. After IT changes have been made to deliver WRIT, HMRC will maintain its IT and administrative systems from year to year so that WRIT continues to operate effectively.
Continuing Operations. Based on the financial condition of the Company and each Subsidiary as of the Closing Date (and assuming that the Closing shall have occurred), the Company and each Subsidiary shall have sufficient capital to carry on its business through the Maturity Date (as defined in the Note) as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company and each Subsidiary, and projected capital requirements and capital availability thereof.
Continuing Operations. During the period of the process described in this Clause 32 (Disputes), the Company shall continue the Business and its operations (i) until the end of the period covered by then prevailing approved Budget on the basis that Budget (which shall remain in effect for the remainder of that period); and (ii) from the start of the immediately succeeding period and for all subsequent periods, on the basis of a caretaker Budget agreed by the Board, in each case until the process and proceedings described in Clause 32.1 (Initial Resolution Efforts) and in Clause 32.2 (Arbitration) have concluded, or the Parties otherwise agree.
Continuing Operations. From the date of this Agreement --------------------- to the earlier of (i) the Second Closing or (ii) the termination of this Agreement in accordance with its terms, the Company and its Subsidiaries shall conduct their business in the ordinary and usual course, and, except as set forth on Schedule 6.3, neither the Company nor any of its Subsidiaries shall, ------------ without the prior consent of the Purchaser except as expressly contemplated hereby:
(a) purchase, sell, license, assign, transfer, convey or otherwise acquire or dispose of any assets, securities, or businesses, unless such transaction is provided for in the annual budget or is in the ordinary course of business and does not involve (i) the acquisition or disposition of homebuilding operations or any homebuilding company or entity or (ii) land acquisitions with a value in excess of $100,000 for any transaction or group of related transactions or with an aggregate value in excess of $5,000,000 in any twelve (12) month period;
(b) directly or indirectly incur, refinance, repay, prepay, create, assume, guarantee or otherwise become liable with respect to any liabilities with an aggregate face amount in excess of $1,000,000 in the aggregate, other than in accordance with existing credit facilities and renewals thereof on substantially the same terms;
(c) enter into any transaction after the date hereof or materially amend any transaction in effect on the date hereof, with any Affiliate of the Company (other than between the Company and its Subsidiaries or between Subsidiaries);
