Interim Actions. In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.
Interim Actions. Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction within the State of California for relief in the form of a temporary restraining order or preliminary injunction, pending appointment of an Arbitrator or pending determination of a claim through arbitration in accordance with this Section 2.2. In the event a dispute is submitted to arbitration hereunder during the term of this Agreement, the parties shall continue to perform their respective obligations hereunder, subject to any interim relief that may be ordered by the Arbitrator or by a court of competent jurisdiction pursuant to the previous sentence.
Interim Actions. If during the period between the date hereof and the earlier of the Closing Date and the date this Agreement is terminated, the Company takes any action that, had the Preferred Stock been outstanding at such time, (i) would have resulted in a distribution or payment to the holders of the Preferred Stock, (ii) would, or together with other like events could, have resulted in any adjustments to the terms of the Preferred Stock, including the Conversion Share Amount (as defined in the Articles Supplementary), or (iii) would have required the prior approval of or consent by the holders of the Preferred Stock, then the taking of any such action by the Company shall require the approval of the Purchaser.
Interim Actions. Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction within the State of Utah for relief in the form of a temporary restraining order or preliminary injunction, pending appointment of an Arbitrator or pending determination of a claim through arbitration in accordance with this Section 14. If a dispute is submitted to arbitration hereunder during the term of this Agreement, the parties shall continue to perform their respective obligations hereunder, subject to any interim relief that may be ordered by the Arbitrator or by a court of competent jurisdiction pursuant to the previous sentence.
Interim Actions. If an employee alleges harassment has occurred, the Complainant may request that they discontinue contact with the alleged harasser pending determination of the complaint under the Respect in the Workplace Article. Upon receiving such a request, the Employer will consider the circumstances of the situation and make a determination as to whether the Complainant should discontinue having contact with the alleged harasser pending determination of the complaint. The determination as to whether this will occur shall be in the Employer's sole discretion. The Employer will save the Union harmless and take full responsibility for any issues arising from the Employer's decision not to limit/discontinue contact with the alleged harasser, however the Employer will inform the Union the course of action it intends to take.
Interim Actions. (a) To the extent permitted under applicable Laws, the Sellers, through the Sellers’ Agent, shall notify the Purchaser in advance, by email addressed pursuant to Section 14.1, of any action or transaction falling under the scope of Section 5.1(d) and not otherwise permitted in accordance therewith, which a Group Company intends to carry out (each an “Interim Action”).
(b) As soon as practicable and in any event within 5 (five) Business Days following the date of the Sellers’ Agent’s email (regardless of the Purchaser’s acknowledgement of receipt pursuant to Section 14.1 but provided that such email expressly includes the reference to Section 5 of this Agreement and the date of expiration of the term for the reply), the Purchaser shall have the right to object to the Interim Action, notifying in writing the reasons therefor to the Sellers’ Agent. Lacking any such motivated notice of dissent within the above timeframe, the Interim Action shall be deemed agreed and approved by the Purchaser.
(c) Notwithstanding anything to the contrary as set forth in this Article 5, the Sellers shall not be liable towards the Purchaser if, during the Interim Period, any of the Group Companies does, or abstains from doing, something which would constitute a breach of Section 5.1 or this Section 5.2 in order not to:
(i) breach any applicable mandatory Laws; or
(ii) breach any agreements or undertakings listed on Schedule 5.1. it being understood that the Sellers shall use their reasonable efforts to ensure that the Purchaser is informed, through the Sellers’ Agent, of any such actions or omissions in advance.
Interim Actions. (a) SN shall consult in good faith with the Purchasers in connection with any amendment, modification or waiver of any right under or the satisfaction of any condition in the APC/KM PSA or [redacted] PSA, as applicable, to be satisfied by Anadarko, it being understood that, except as specified in the immediately following sentence, the foregoing shall not be construed to require the consent of the Purchasers in order to effect any such termination amendment, modification or waiver. Notwithstanding anything to the contrary set forth in this Agreement, neither SN nor any of its Affiliates will take any of the following actions in respect of the APC/KM PSA, without the prior approval of the Purchasers, such approval not to be unreasonably withheld:
(i) Approve any amendment or modification to any provision of, or waive any right or condition under, the APC/KM PSA or [redacted] PSA;
(ii) Enter into any agreements with any counterparty in respect of a “Hard Consent” (as such term is defined in the APC/KM PSA) or a consent required to assign any of the gathering or processing agreements (including, without limitation, either of the Springfield Gathering Agreements) included in the “Applicable Agreements” (as such term is defined in the APC/KM PSA), in order to obtain consents to assignment required to be obtained under the APC/KM PSA or [redacted] PSA, as applicable, that would result in a $2,000,000 net cost to the Partnership (and such cost shall be shared proportionately among SN, Blackstone Newco and the Partnership with the Partnership bearing a 20% share) or that would have a material and adverse effect on the Partnership;
(iii) Enter into any hedge contracts on behalf of the Partnership, except to the extent such hedge contracts are consistent with Section 6.7 of the Partnership Agreement; provided, however, that prior to the Anadarko Closing SN shall use its commercially reasonable efforts to cause Anadarko to enter into xxxxxx in respect of the Acquired Properties that are consistent with the hedge plan set forth in Schedule 11.9(a), Part I of the APC/KM PSA as such Schedule is in effect on the Effective Date;
(iv) Approve any amendment or modification of, or waive any right under, the Hydrocarbons Marketing Agreement; or
(v) Enter into the [redacted] PSA if (A) the [redacted] PSA is not on substantially the same terms and conditions as the APC/KM PSA (including, without limitation, the portion of the purchase price to be paid by the Partnership at the ...
Interim Actions. Neither Parent nor Purchaser will take, or agree to commit to take, any action that could or would be reasonably likely to result in any of the conditions to the Offer set forth in Appendix A to this Agreement or any of the conditions set forth in Article VII not being satisfied, or would make any representation or warranty of Parent or Purchaser contained in this Agreement inaccurate in any respect at, or as of any time prior to, the Effective Time, or that would materially impair the ability of Parent or Purchaser to consummate the Offer or the Merger in accordance with the terms thereof or materially delay such consummation.
Interim Actions. 24 8.2 STOCKHOLDER APPROVAL......................................................25
Interim Actions. During the period (the “Interim Period”) commencing on the date hereof and ending upon the earlier of the Termination Date or the Closing Date, Seller will not, and Oncor, in its capacity as the Managing Member of Seller will not permit Seller to, incur any liability and except (i) as otherwise specifically permitted by the terms of this Agreement or (ii) as the Purchaser may approve in writing, neither Oncor nor Seller shall take any action to authorize, approve or facilitate:
(a) an amendment to or change in the Organizational Documents of Seller;
(b) create any Lien or encumbrance on any Oncor Management Interests; or
(c) any agreement to do any of the foregoing.
