Current Operations. To the best knowledge of the Company, there is no existing fact or circumstance that may have a material adverse effect on the ability of any Group Member to conduct its business as currently conducted or contemplated to be conducted.
Current Operations. 4.1. From the Effective Date until the Closing or earlier termination of this Agreement Seller shall not (i) enter into, modify, or terminate any lease, agreement and/or contract affecting the Property, or (ii) permit any Lease to terminate or be terminated, without Purchaser’s consent, which consent may be granted or denied in Purchaser’s sole discretion. No rents or deposits with respect to the Property are or on the Closing date will be held by Seller, except security deposits and prepaid rents for the current month. Seller represents and warrants that no commissions or other fees are payable to any person or entity on the rentals collected or to be collected under the Leases.
4.2. From the Effective Date until the Closing or earlier termination of this Agreement Seller shall conduct the business of the Property in the ordinary course, and will not: (i) transfer or convey the Property or any interest in Seller, or enter into any agreement to do so; (ii) create or agree to any easements, liens, mortgages, encumbrances or other interests that would affect the Property or Seller’s ability to comply with this Agreement; (iii) enter into any contracts or commitments regarding the Property; (iv) fail to maintain and repair the Property in at least the manner that Seller has done previously; (v) change Seller’s existing policies of public liability and hazard and extended coverage insurance insuring the Property; (vi) fail to comply promptly with any notices of violation of laws or municipal ordinances, regulations, orders or requirements of departments of housing, building, fire, labor, health, or other state, city or municipal departments or other governmental authorities having jurisdiction against or affecting the Property or the use or operation thereof, without the prior written consent of Purchaser, which consent may be granted or denied in Purchaser’s sole discretion; and/or (vii) terminate any tax appeals, condemnation awards proceedings, insurance settlement negotiations or proceedings, zoning changes, public roadway and/or traffic realignment negotiations with public authorities or the like, and/or storm water management agreements, and the like benefiting the Property.
Current Operations. Other than with respect to either Environmental Legacy Liabilities or exceptions that could not reasonably be expected to either (x) result in liability in excess of $20,000,000 or (y) individually or in the aggregate, have a Material Adverse Effect:
(i) Holdings and its Subsidiaries (A) are and have been in compliance with all applicable Environmental Laws, and (B) have obtained, and maintained in full force and effect, all Governmental Authorizations arising under Environmental Laws that are necessary for the conduct of the Business and the Tiwest Joint Venture in compliance with Environmental Laws;
(ii) neither Holdings nor any of its Subsidiaries have received any unresolved written notice, report or other written communication regarding any actual or alleged material violation of Environmental Laws or any unresolved actual or alleged Environmental Liabilities relating to the Business, the Facilities or the Tiwest Joint Venture;
(iii) no Release affecting the Business, any Facility or the Tiwest Joint Venture has occurred or is occurring at or from any of the Facilities or by Holdings or any of its Subsidiaries on any other property that requires notice to any Governmental Authority, any form of Remedial Action under applicable Environmental Law, or that could reasonably be expected to form the basis of an Environmental Claim;
(iv) neither Holdings nor any of its Subsidiaries has by law or contract agreed to, assumed or retained any material Environmental Liability or responsibility for any Environmental Claim, including under any lease, purchase agreement, sale agreement, joint venture agreement or other binding corporate or real estate document or agreement related to the Business, the Facilities or the Tiwest Joint Venture; and
(v) there are no pending or, to the knowledge of Holdings and Borrower, threatened Environmental Claims related to the Business, the Facilities or the Tiwest Joint Venture and, to the knowledge of Holdings and Borrower, there are no violations of Environmental Law or Releases that could reasonably be expected to form the basis of any such Environmental Claim; and
(vi) the Products are being, or have been, pre-registered and registered within the meaning of the Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals of the European Union and all rules and regulations promulgated thereunder, and do and will comply with all statutory and EC requirements and regulations re...
Current Operations. To the best knowledge of Issuer Parties, there is no existing fact or circumstance that may have a material adverse effect on the ability of any Group Member to conduct its business as currently conducted or contemplated to be conducted.
Current Operations. Seller has all requisite power and authority and all agreements, contracts, commitments, leases, certificates, licenses, permits, regulatory authorizations and other instruments required to conduct the business of the System as it has been and is now being conducted and to own and operate the System.
Current Operations. After Buyer's right to terminate under Paragraph 8 expires, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's prior written approval. Seller will continue to operate the Property in its normal course of business, including routine maintenance, payment of insurance premiums, and other day-to-day obligations.
Current Operations. Spectral is a technology company that currently operates a number of Internet based media search engines. While Spectral believes it can acquire the necessary management expertise to develop the Mineral Properties, it does not currently have such expertise. Spectral is not currently deriving enough revenue from its internet search engines to be able to provide any financing for the Mineral Properties.
Current Operations. Each of the Companies and Subsidiaries has since September 27, 1996 been managed in the ordinary course of business and "en bon pere de famille". Except as set forth in Exhibit 2.06 hereto, since September 27, 1996:
(a) To the exclusion of macro-economic type events or modifications, no event, modification or transaction of any kind has taken place which has a Material Adverse Effect on the financial condition and operations of the Companies and Subsidiaries taken as a whole and the Seller knows of no event or modification which will have such an effect;
(b) No dividend has been declared or paid by the Companies, no amount has been improperly paid out by any Company or Subsidiary, and no shares of the Companies have been repurchased or redeemed by the Companies;
(c) None of the Companies or Subsidiaries has contracted a commitment or obligation other than in the ordinary course of its business, and in conformity with its previous practice and in amounts comparable with those commitments contracted in the past;
(d) None of the Companies or Subsidiaries has acquired any material fixed assets or sold any of their material fixed assets except at prices conforming to their fair market value, nor (except for contested items or for other reasonable commercial reasons) relinquished any debts or other rights due to them without receiving full compensation therefor, nor repaid any loan prior to its repayment date;
(e) None of the Companies or Subsidiaries has, except in the ordinary course of business, raised salaries or has modified the terms of the employment contracts to which it is a party, nor the benefits enjoyed by its employees and managers. None of the Companies or Subsidiaries has (except in the ordinary course of business or as required by applicable laws, regulations and collective bargaining agreements) expressly undertaken to increase the salaries or bonuses or other advantages of any of their employees or managers; and
(f) None of the Companies or Subsidiaries has granted any material option rights, mortgages or other security interests or encumbered the property of the Companies and/or the Subsidiaries in any way.
Current Operations. If Buyer has timely delivered to Seller its Notice of Approval under Section 7.3, Seller may not thereafter enter into, amend, or terminate any lease or other agreement that affects the operations of the Property without Buyer's prior written approval. Seller will continue to operate the Property in its normal course of business, including routine maintenance, payment of insurance premiums, and other day-to-day obligations.
