Interim Period. During the Interim Period, the Seller shall cause the Company to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that:
(a) the Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structure;
(b) no dividends or reserves will be declared or paid by the Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above;
(c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business);
(d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees;
(e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Company’s employees’, increase the compensation payable to the employees and the directors of the Company or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements;
(f) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws;
(g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify ...
Interim Period. 8.1 During the Interim Period, the Seller shall:
(a) procure that the Purchaser, its agents and representatives, are given full access to the properties, books, Contracts, commitments and records of the Companies during normal business hours on any Business Day and on reasonable notice to the Seller;
(b) without any prejudice to Parties' disclosure obligation under this Master Agreement, provide such information regarding the Projects, businesses and affairs of the Companies as the Purchaser may reasonably require;
(c) procure that the businesses of the Companies will be carried on in the ordinary course, consistent with past and current practice (senza soluzione di continuità rispetto al passato). In particular, and without limiting the generality of the foregoing, the Seller shall procure that, except with the written consent of the Purchaser, the Companies will not:
(i) incur any expenditure that is not strictly necessary for the correct implementation of the Projects without the previous written consent of the Purchaser. It is agreed and understood that, as a consequence of the incurring of such authorised expenditure, at the Closing Date, no debts, liabilities, fees, expenses, charges, costs of whatever nature, including, without any limitation, Taxes, fees, legal and notarial expenses relating to the carrying out of the expenditure shall be due by the Companies to any third party, including, without any limitation, the Seller; or
(ii) dispose of or grant any option or right of pre-emption in respect of any part of their assets; or
(iii) even in the ordinary course of their businesses consistent with their past practices, will not (i) enter into any Contract involving an amount without the previous written consent of the Purchaser; or (ii) make any commercial proposal or offer to any Person, which, if accepted, would result in a legally binding Contract; or
(iv) borrow any money; or
(v) enter into any unusual Contract or commitment or:
(A) make any loan;
(B) enter into any leasing, hire purchase or other Contract or arrangements for payment on deferred terms; or
(vi) declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their financial position less favourable than at the Execution Date; or
(vii) grant, issue or redeem any mortgage, charge, debenture or other security or give any guarantee or indemnity; or
(viii) make any change in the terms and conditions of employment of any of their directors or em...
Interim Period. 4.1 During the Interim Period, (in so far as it falls after the date of this Agreement) the Seller shall:
4.1.1 continue to carry on its affairs in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion;
4.1.3 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests or any part thereof, or purport to do any of the same;
4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of D...
Interim Period. 5.1 During the period commencing on the date hereof and ending on the Closing or earlier termination of this Agreement (the “Interim Period”), the Company shall, with the exception of the transactions contemplated herein, only conduct its business, operations and affairs, and shall not take any action except, in the ordinary and usual course of business consistent with past practice in all material respects and will not enter into any material transactions or incur any material liabilities or obligations without first obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed, and will otherwise conduct its business, operations and affairs in compliance with all applicable laws and regulatory requirements and use all commercially reasonable efforts to maintain and preserve its business, organization, properties, assets, goodwill and business relationships.
5.2 During the Interim Period, the Company and its agents will not directly or indirectly solicit, discuss, encourage or accept any offer for the acquisition of the Company or the Business and/or the assets of the Company, whether as a primary or back-up offer, or take any other action with the intention or reasonably foreseeable effect of leading to any commitment or agreement for the acquisition of the Company or business and/or the assets of the Company.
5.3 During the Interim Period, the Company and the Vendors shall immediately notify the Purchaser orally and promptly in writing of any material change as defined in the Securities Act (British Columbia) and any circumstance or development that is or would, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.
5.4 During the Interim Period, the Company shall not issue any securities, nor shall the Company permit any dividends or distributions to be paid.
Interim Period. Subject to applicable law and unless otherwise instructed by any governmental body having authority in relation to the supply of Gas under this Agreement (including any Allocation Order):
2.6.1 During the period commencing on the Interim Period Commencement Date and ending on the Interim Period End Date (the “Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6.
2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows:
(a) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacity, the Sellers shall make available for delivery to the Buyer the quantity Properly Nominated by the Buyer for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day);
(b) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; and
(c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer);
(d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any s...
Interim Period. During the Interim Period, the Parent shall, except as otherwise herein contemplated:
(a) not conduct any business;
(b) not, without the prior written consent of the Company, enter into any transaction, undertake any action or refrain from taking any action, which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of the Parent contained herein;
(c) comply with all laws affecting the operation of its business;
(d) not create, assume or incur any debt or liability (contingent or otherwise);
(e) not knowingly take or cause to be taken any steps, directly or indirectly, which may in any way adversely affect the completion of the transactions, contemplated herein:
(f) not cancel or waive any material claim or right;
(g) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business;
(h) not declare, pay or authorize any dividends or make or authorize any distributions or repayments of capital in respect of its outstanding shares;
(i) not amend its co stating documents or by-laws;
(j) not issue, authorize or propose the issuance of, or purchase or propose the purchase of, any of its shares or shares;
(k) not incur or authorize any expenditure of any nature;
(l) disclose or cause to be disclosed to the Company in writing, forthwith upon occurrence, any material change or change in a material fact or new material fact (within the meaning of the shares legislation of Ontario and/or applicable national policies of shares administrators) in relation to the condition, affairs or operations of the Parent;
(m) not solicit, initiate or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate or encourage or cause to be initiated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Parent and any other party (other than the Company and other security holders of the Company). The Parent will not participate in any negotiations regarding, or (except as required by law) furnish to any other Person, any information with respect to, or otherwise cooperate in any way with or assist or participate in any Extraordinary Business Combination. If the Parent receives any such enquiry or proposal, it will promptly notify the Company in writing of all relevant details relating thereto; and
Interim Period. The six-month period, January 1st through June 30th, used for the purpose of calculating an interim settlement.
Interim Period. The period between (and including) the Commencement Date and the Final Project Acceptance Date during which the ESCO is responsible for completing the design (to the extent not completed during the IGA), procuring, fabricating, installing, commissioning and implementing the ECMs specified in the Project Documents.
Interim Period. Upon signing the peace agreement, Abyei will be accorded special administrative status, in which:
1.2.1 Residents of Abyei will be citizens of both Western Kordofan and Xxxx el Ghazal, with representation in the legislatures of both states;
1.2.2 Abyei will be administered by a local Executive Council, elected by the residents of Abyei. Pending the election of the Executive Council, its initial members will be appointed by the Presidency;
1.2.3 Net oil revenues from Abyei will be divided six ways during the Interim Period: the National Government (50 percent); the Government of Southern Sudan (42 percent); Xxxx el Ghazal region (2 percent); Western Kordofan (2 percent); locally with the Xxxx Xxxxx (2 percent); and locally with the Misseriya people (2 percent);
1.2.4 The National Government will provide Abyei with assistance to improve the lives of the peoples of Abyei, including urbanization and development projects;
1.2.5 International monitors will be deployed to Abyei to ensure full implementation of these agreements.
Interim Period. If an Acceptance Date does not fall on a Commencement Date, then Lessee agrees to pay to Lessor "Interim Rent" for the period commencing on the Acceptance Date through and including the day preceding the Commencement Date (the "Interim Period"). The Interim Rent payment for the Interim Period shall accrue at the "Interim Rate" (as defined in the applicable Lease Line Schedule) and shall be due and payable in full on the Commencement Date.
