Interim Operation. Between the date of this Agreement and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of the Buyers:
(a) the Sellers shall conduct the business and operations of the Stations solely in the ordinary and normal course of business consistent with past practice, with the intent of preserving the ongoing operations and assets of the Stations;
(b) the Sellers shall not sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for assets consumed or disposed of in the ordinary course of business, where no longer used or useful in the business or operation of the Stations, in which event the same shall be replaced with assets of equal or greater value and utility and the Stations' inventories of spare parts and expendable supplies shall be maintained at levels consistent with past practices;
(c) the Sellers shall not create, assume or permit to exist any claim, liability, or Lien upon the Assets, except for those in existence on the date of this Agreement, all of which will be removed on or prior to the Closing Date unless they are to be assumed by the Buyers in accordance with Section 3.1 of this Agreement;
(d) the Sellers shall operate the Stations in accordance with the FCC's rules and regulations, the Station Licenses and all other applicable laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses to expire, be surrendered, adversely modified, or otherwise terminated, or fail to prosecute with due diligence any pending application to the FCC;
(e) the Sellers shall not waive any material right under any Assumed Contract;
(f) the Sellers shall not, without the Buyers' consent, enter into or renew (i) any Assumed Contract that involves payment by or to the Sellers of Five Thousand Dollars ($5,000) or more, other than a Time Sales Agreement, (ii) any Assumed Contract for a term extending beyond the Closing Date, other than a Time Sales Agreement or (iii) enter any Trade Agreements without the Buyers' prior written consent;
(g) the Sellers shall timely make all payments required to be paid under any Assumed Contract consistent with past practices and otherwise pay all liabilities and satisfy all obligations when such liabilities and obligations consistent with past practices;
(h) the Sellers shall not increase or agree to increase the compensation, bonuses or other benefits for employees of the Stations, except as may be...
Interim Operation. (a) Except (i) as otherwise required or specifically permitted by the provisions of this Letter Agreement, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as part of an asset swap for substantially similar value, pursuant to the asset swap and other transactions proposed in PUCT Docket No. 47469, or (iv) as required by or to the extent arising from the proposed rate case settlement in PUCT Docket No. 46957, each of Oncor Holdings and Oncor covenants and agrees as to itself and each of its Subsidiaries that, upon the signing of this Letter Agreement and ending on the earlier of the date of the consummation of the Purchase and other transactions contemplated by the Merger Agreement (the “Purchase Closing Date”) or the Termination Date (the “Interim Period”), each of them will operate in the ordinary course of business and materially consistent with the plan for 2017 and 2018 contained in the May 2016 updated long range business plan of Oncor (the “2017-2018 Plan”) that was provided to the Purchasers (including as to any action or the incurrence of any costs or expenses provided for therein).
(b) Notwithstanding anything herein to the contrary, in order (i) to prevent the occurrence of, or mitigate the existence of, an emergency situation involving endangerment of life, human health, safety, the Environment or material property, equipment or other assets or (ii) to comply with or otherwise appropriately respond to any requirement, or reasonable request without solicitation, in a Governmental Request or Order, any Oncor Entity may take reasonable actions consistent with prudent industry practices that would otherwise be prohibited pursuant to Section 3(a); provided, however, that Oncor and Oncor Holdings shall provide Purchasers with notice of such emergency situation or Governmental Request or Order as soon as reasonably practicable after obtaining Knowledge thereof.
(c) Except to the extent expressly set forth herein, nothing contained in this Letter Agreement is intended (i) to give Purchasers, directly or indirectly, any right to control or direct the operations or decisions of any Oncor Entity or (ii) modify or amend the obligations of the parties under either LLC Agreement.
Interim Operation. Seller hereby covenants and agrees that between ----------------- the date of this Agreement and the Closing, Seller shall:
(a) Operate, manage, and maintain the Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind hotels in the same competitive market would operate, manage, and maintain the Hotel, including, without limitation, (i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller for the relevant season as of the date of this Agreement in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (v) remaining in substantial compliance with the Franchise Agreement;
(b) Not commit waste of any portion of the Hotel;
(c) Keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (a) above;
(d) Keep, observe, and perform all its obligations under the Leases, the FF&E Leases, the Service Contracts, the Licenses in a manner consistent with prior practices (in particular, the license agreement between Seller and Franchisor (as hereinafter defined) for the Hotel), and all other applicable and material contractual arrangements relating to the Hotel;
(e) If Purchaser does not terminate this Agreement prior to expiration of the Review Period, thereafter Seller shall not enter into any new agreements of the nature of the Service Contracts, FF&E Leases, or Leases or any material amendments, modifications, renewals or extensions of any existing Service Contracts, FF&E Leases, or Leases without Purchaser's prior written consent, except that Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than forty-five (45) days' prior notice without cost or expense. Prior to the expiration of the Review Period, Seller may enter into new ...
Interim Operation. 21 9.2 Access to Station..........................................23 9.3 Exclusivity................................................23 9.4 Notification...............................................23 Page
Interim Operation. Between the date of this Agreement and the Closing Date, except with the prior written consent of Buyer:
(a) Seller shall not sell, assign, lease or otherwise transfer or dispose of any of the Station Assets, except where replaced by a like asset;
(b) Seller shall not create, assume or permit to exist any mortgage, Lien, pledge, or encumbrance of any nature whatsoever upon the Station Assets;
(c) Seller shall operate the Station in compliance with the FCC's rules and regulations and the FCC Authorization and with all other applicable laws, regulations, rules and orders, including without limitation by performing all tests and measurements required in connection with the construction of the Station;
(d) Seller shall comply in all respects with the Assumed Contracts, and shall not, without the express written consent of Buyer, modify, amend, cancel or terminate any of the Assumed Contracts;
(e) Seller shall promptly notify Buyer of any default by, or claim of default against, any party under any of the Assumed Contracts, and any event or condition which, with notice or lapse of time or both, would constitute an event of default under such;
(f) Seller shall maintain insurance policies on the Station Assets as is customary in the broadcast industry; and
(g) Seller shall maintain the Station Assets in good operating condition; repair or replace all items of Personal Property at time intervals consistent with prior practice; maintain adequate supplies of spare parts consistent with past practices; and repair or replace (subject to Article 20) any Station Asset that may be damaged or destroyed with items of equal or greater value and utility
Interim Operation. Prior to the Closing, except as set forth on Section 9.4 of the Disclosure Schedule or with the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:
Interim Operation. Seller, as non operator, and Buyer (or an affiliate of Buyer) as operator, are parties to certain operating agreements (“Applicable Operating Agreements”) that provide for the operation of the Oil and Gas Properties. Seller shall perform and Buyer shall perform or cause its affiliates to perform their respective obligations under the Applicable Operating Agreements until the Closing Date. Seller will not sell or otherwise dispose of any material portion of the Oil and Gas Properties, except for sales or other dispositions of (i) oil, gas and other minerals in the ordinary course of business after production, or (ii) equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete, is otherwise no longer necessary for the operation of the Properties, or is replaced by an item or items of at least equal suitability. Seller may allow any nonproducing leases that are part of the Oil and Gas Properties to expire by their own terms and Seller shall have no obligation to renew or extend any such nonproducing leases or to take any action or make any payment to keep them in effect. Should Seller receive (or desire to make) any proposals to drill additional xxxxx on the Oil and Gas Properties, or to conduct other operations which require consent of non-operators under the applicable operating Agreements, it will notify Buyer of, and consult with Buyer concerning, such proposals, but any decisions with respect to proposals shall be made by Seller in its sole discretion, so long as the decisions are made in the ordinary course of business.
Interim Operation. Seller will continue the operation of the Properties in the ordinary course of its business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and will not sell or otherwise dispose of any of the Properties, provided that Seller may make sales or other dispositions of oil, gas and other minerals in the ordinary course of business after production (but, in doing so, will not enter into any new marketing arrangements unless the same terminate, or can be terminated, (in either case without penalty or other detriment) in 31 days or less), and may make sales or other dispositions of equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete and is no longer necessary for the operation of the Properties, or is replaced by an item or items of at least equal suitability and value. Except for those disclosed on the Disclosure Schedule (with respect to which Seller may take the actions described on the Disclosure Schedule) Seller will not, without Buyer's written consent, commit to or propose the drilling of any additional xxxxx, commit to or propose the deepening, plugging back or reworking of any existing xxxxx, or commit to or propose the conducting of any other operations which require consent under the applicable operating agreement. Except for those disclosed on the Disclosure Schedule (with respect to which Seller may take the actions described on the Disclosure Schedule) Seller will advise Buyer of any such proposals made by other parties, and will consult with Buyer concerning such proposals, but any decisions with respect to such proposals shall be made by Seller in its own discretion, so long as the decisions are made in the ordinary course of business; provided that, if the period for responding to such a proposal extends beyond the Closing Date, Seller will not respond to such proposal unless the Closing does not occur prior to the next to last day allowed to respond (in which case Seller may respond). Without expanding any obligations which Seller may have to Buyer, it is expressly agreed that Seller shall never have any liability to Buyer with respect to operation of a Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (or, in the absence of such an agreement, under the AAPL 610 (1989 Revision) form Operating Agreement), IT BEING RECOGN...
Interim Operation. For the period commencing on the Closing Date and ending on the date Landlord, or its designee, obtains any and all appropriate state or other governmental licenses and certifications required to operate the hospitals located on the Property , Tenant hereby agrees that Landlord, or Landlord's designee, shall have the right, but not the obligation, to manage and operate the Property, on a triple net basis, and shall be entitled to all revenues of the Property during such period, and to use any and all licenses, certifications and provider agreements issued to Tenant by any federal, state or other governmental authority for such operation of the Property, if permitted by any such governmental authorities. If Landlord or its designee exercises the right described above in this Section 21.4, the provisions of this Section 21.4 shall be self-operative and shall constitute a management agreement between Tenant, on the one hand, and Landlord or its designee, on the other hand, on the terms set forth above in this Section 21.4 provided, however, that upon the request of Landlord or its designee, Tenant shall enter into a separate management agreement on the terms set forth in this Section 21.4 and on such other terms and provisions as may be specified by Landlord or its designee.
Interim Operation. (a) During the period commencing on the Effective Date and continuing until the earlier of the termination of this Agreement and the occurrence of the Closing, except (i) as specifically contemplated by this Agreement, (ii) as set forth in Section 4.1 of the Goodyear Disclosure Letter with respect to GDTNA and as set forth in Section 4.1 of the SRI Disclosure Letter with respect to NGY, or (iii) with the prior written consent of Goodyear or SRI, as applicable, SRI shall cause NGY to, and Goodyear shall cause GDTNA to: (x) maintain its existence as an entity, (y) conduct its business in the Ordinary Course, including paying its accounts payable (including intercompany accounts payable) and collecting its Accounts Receivable (including intercompany Accounts Receivable) in the Ordinary Course and (z) use its commercially reasonable efforts to preserve intact its business organization, Permits, its relationships with its employees, and its business relationships with customers, suppliers and others with whom such Person deals in the Ordinary Course.
(b) Without limiting the generality of the foregoing, except (i) as specifically contemplated by this Agreement, (ii) as set forth in Section 4.1 of the Goodyear Disclosure Letter with respect to GDTNA and as set forth in Section 4.1 of the SRI Disclosure Letter with respect to NGY, or (iii) with the prior written consent of (x) Goodyear with respect to the activities of NGY and (y) SRI, with respect to the activities of GDTNA, during the period commencing on the Effective Date and continuing until the earlier of the termination of this Agreement and the occurrence of the Closing, SRI shall cause NGY not to, and Goodyear shall cause GDTNA not to:
(i) amend or otherwise modify its Organizational Documents;
