Interim Operating Covenant Clause Samples
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Interim Operating Covenant. Between the date hereof and the earlier of Drop Dead Date and the Closing Date, except with the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall service, manage and operate (such actions collectively, “Servicing”) the Transferred Interests (including with respect to any compromise or settlement of claims) and perform Seller’s obligations under the Transferred Loans in the ordinary course of Seller’s business, consistent with Seller’s past practice and commercially prudent Servicing standards and applicable SBA rules and regulations. Without limiting the generality of the foregoing, during such period:
(a) Seller shall not, directly or indirectly, take any of the following actions in connection with the Transferred Interests without giving prior written notice to the Buyers:
(i) amend any Transferred Loan Document related to a Material Transferred Loan in any material respect;
(ii) release any Collateral that constitutes Mortgaged Commercial Property or other real estate Collateral securing any Material Transferred Loan except to the extent required to do so pursuant to the provisions of the related Transferred Loan Documents or release any Obligor or any other party thereto from liability in connection with any Material Transferred Loan unless such Material Transferred Loan is paid in full;
(iii) waive any material right, grant any material consent, or grant any other material concession under any Transferred Loan Document with respect to any Material Transferred Loan, including any subordination of any right of payment or any lien securing any Material Transferred Loan; or
(iv) initiate or otherwise take any action with respect to a foreclosure against any Collateral for any Material Transferred Loan or otherwise initiate any actions, suits or other legal proceedings against any Obligor relating to any Transferred Loan, except as permitted or contemplated by this Section 6.01 and except to the extent that such actions are necessary or appropriate in the Seller’s reasonable judgment as a continuation of actions taken prior to the date of this Agreement to protect or preserve the Collateral for such Material Transferred Loan;
(b) except as otherwise approved by the Buyers, in advance and in writing, Seller shall not, directly or indirectly, take any action that would constitute a breach of the Software License Agreement if it were in effect at such time. Under no circumstances will Sell...
Interim Operating Covenant. Prior to the Convertible Note Closing, the Company and its Subsidiaries shall use their commercially reasonable efforts to operate their businesses in the ordinary course, and, without the prior written consent of Cartesian (which consent shall not be unreasonably withheld, conditioned or delayed), shall not, except in connection with the transaction contemplated in the Fuel Systems Merger Agreement:
(a) declare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company;
(b) redeem, repurchase or acquire any capital stock of the Company or any of its Subsidiaries, other than repurchases of capital stock from employees, officers or directors of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any of the Company’s agreements or plans in effect as of the date hereof;
(c) amend the Organizational Documents of the Company or any Subsidiary, except as required in connection with the Merger;
(d) authorize, issue or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company or any Subsidiary other than issuances of capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company to employees, officers and directors of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any of the Company’s agreements or plans in effect as of the date hereof; or
(e) agree or commit to do any of the foregoing.
Interim Operating Covenant. For the period starting with the date hereof until earlier of the Closing and the termination of this Agreement:
(a) RCP shall cause RW LSG Holdings to, and RW LSG Holdings shall, (i) maintain and preserve RW LSG Holdings and its assets, including by making all necessary filings with and notices to any Governmental Body; and (ii) maintain its books and records in accordance with good business practice and consistent with past practice.
(b) RCP shall not cause or permit RW LSG Holdings to, and RW LSG Holdings shall not:
(i) engage in any business activities other than holding the Purchased Series J Units and the Optioned Series H Stock and activities incidental thereto;
(ii) incur any liabilities other than in connection with its ownership of the Series H Preferred Stock and the maintenance of its corporate existence;
(iii) alter, amend or modify any of its constitutive documents;
(iv) sell, transfer, assign, otherwise Encumber or dispose of any of the Membership Interests or the Optioned Series H Stock;
(v) issue any equity interests;
(vi) merge or consolidate with any other Person or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;
(vii) declare, set aside for or pay any divided on or other distribution in respect of any security of the Company;
(viii) make any change to the status of RW LSG Holdings as a disregarded entity or U.S. partnership for purposes of U.S. federal income Tax or any State or local Taxing Authority; or
(ix) enter into any agreement or arrangement to do any of the foregoing.
(c) RCP will not consent to any transfer of Membership Interests by any other Member to any Person other than RCP.
(d) Buyer acknowledges and agrees that nothing contained in this Agreement shall give Buyer the right to control or direct the operations of RW LSG Holdings prior to the Closing.
Interim Operating Covenant. Prior to and through the Effective Date, except as set forth in the Backstop Commitment Agreement, the Restructuring Support Agreement or the Plan, or with the written consent of the Requisite Commitment Parties, the Company (x) shall, and shall cause its subsidiaries to, carry on their businesses in the ordinary course and use their commercially reasonable efforts to preserve intact their current material business organizations, and preserve their material relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company or its subsidiaries and make any required filing with the Securities and Exchange Commission within the time periods required under the Exchange Act, and (y) shall not, and shall not permit its subsidiaries to, enter into any transactions (including any transactions with, or investment in, Linn Acquisition Company, LLC, ▇▇▇▇▇ Petroleum Company, LLC or any of their direct or indirect subsidiaries) which are material to the Company, other than transactions in the ordinary course of business that are consistent with prior business practices or in accordance with the parameters described in the Backstop Commitment Agreement, the Restructuring Support Agreement or the Plan. For the avoidance of doubt, the following shall be deemed to occur outside of the ordinary course of business of the Debtors and will require the prior written consent of the Requisite Commitment Parties (unless otherwise contemplated by the Backstop Commitment Agreement, the Restructuring Support Agreement or the Plan): (a) any amendment, modification, termination, waiver, supplement, restatement or other change to any material contract (definition to be reasonably agreed) or any assumption of any material contract, (b) entry into, or any amendment, modification, termination, waiver, supplement, restatement or other change to any employment agreement to which any of the Debtors is a party, (c) any (i) termination by the Debtors without cause or (ii) reduction in title or responsibilities, in each case, of the individuals who are as of the date of the Backstop Commitment Agreement the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer of Linn Energy, LLC and (d) the adoption or amendment of any management incentive or equity plan by any of the Debtors, except for the EIP (as defined below). Following a request by the Debtors for consent with respect to any operational matter that...
Interim Operating Covenant. From the date hereof until the Closing, unless Parent shall otherwise consent in writing and other than as required to satisfy the conditions to Closing set forth in Sections 9.3(h) and (i), the Company shall, and shall cause its Subsidiaries to, (a) operate its business in accordance with applicable law and in the ordinary course of business, including with respect to making capital expenditures and managing cash and working capital, and use reasonable best efforts to preserve intact its current business organization, maintain its material rights, and use reasonable best efforts to keep available the services of its current officers and employees and preserve its relationships with its customers, suppliers and others having business dealings with it in such a manner that, in each case, its goodwill and ongoing businesses are not impaired in any material respect and (b) not take any action that, if taken prior to the date hereof, would have required disclosure pursuant to Section 3.7.
Interim Operating Covenant. Between the Effective Date and the Closing Date, CITY agrees that, except as expressly provided in this LOI, as required by any applicable Federal or State of Alaska laws, or to the extent that SEARHC otherwise consents in writing, CITY shall:
i. manage and operate SCH in the ordinary course of business consistent with past practices in all material respects (except are provided herein);
ii. preserve and maintain all licenses and permits required to operate SCH or to own and use the assets of SCH;
iii. pay the debts, taxes and other obligations of SCH when due;
iv. maintain SCH’s personal property in good operating condition and repair, subject only to ordinary wear and tear;
v. not make or commit to make any capital expenditures or enter into any other transaction or contract (or series of transactions or contracts) involving SCH in an amount in excess of $15,000;
vi. with respect to SCH’s business, not enter into or amend any employment agreement, increase the number of employees of SCH, replace open employee positions, or change the compensation or benefits of any current employee of SCH. For the avoidance of doubt, the Parties acknowledge and agree that to achieve the goals of the Transaction, to the greatest extent possible they will transfer or assign SEARHC employees to provide needed work in lieu of filling Hospital open employee positions on a pass-through cost basis; and
vii. without limiting the foregoing, CITY shall consult with SEARHC regarding all significant developments, transactions, and proposals relating to SCH and its business, assets, employees, and operations.
Interim Operating Covenant. 17 Section 6. Acknowledgements.................................................................................................................... 18
Interim Operating Covenant. Between the date hereof and the Closing, except with the prior written consent of KeySpan, THX shall and shall cause Seneca-Upshur to conduct the Business in the ordinary course of business consistent with past practice. In furtherance and not in limitation of the foregoing, THX hereby covenants to THEC and KeySpan that it will and will cause Seneca-Upshur to (a) keep and maintain the assets and properties of the Business in substantially the same operating condition and repair (normal wear and tear excepted) as currently maintained, (b) preserve substantially intact the business organization and generally maintain the goodwill of, and relationships with, the suppliers, contractors, licensors, licensees, distributors, employees and customers of the Business, (c) not grant any Encumbrance on any portion of the Business, the Seneca-Upshur Shares or any Business Assets, (d) create, incur, assume or guaranty and Indebtedness, in relation to the Business, and (e) comply with all applicable Laws in all material respects.
Interim Operating Covenant. Prior to and through the Effective Date, except as set forth in the Backstop Commitment Agreement, or with the written consent of the Requisite Investors, the Company (x) shall, and shall cause its subsidiaries to, carry on their businesses in the ordinary course and use their commercially reasonable efforts to preserve intact their current material business organizations, keep available the services of their current officers and employees and preserve their material relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with the Company or its subsidiaries and (y) shall not, and shall not permit its subsidiaries to, enter into any transactions which are material to the Company, other than transactions in the ordinary course of business that are consistent with the parameters described in the Backstop Commitment Agreement. Amendments to the SSA or modifications to the Allocation Percentage (as referred to below) shall not be considered to be in the ordinary course of business.
Interim Operating Covenant. From the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 10.15, except as contemplated by this Agreement, unless the Buyer has previously consent in writing (which consent will not be unreasonably withheld or delayed), the Seller shall use commercially reasonable efforts to maintain, in all material respects, the condition of the Purchased Assets in the Ordinary Course of Business and shall not sell, transfer or otherwise dispose of any of the Purchased Assets (it being understood and accepted by Buyer that, in conjunction with the removal of the aquatic biomass, no cleaning of any Purchased Asset (nor winterization of same) is required, and water may be left in the tanks).