Interim Period Operations Sample Clauses
Interim Period Operations. (a) Except (i) as required or permitted hereby, (ii) required by applicable Law or the terms of any Permit or Material Contract, (iii) as consented to by Buyer, or (iv) as otherwise set forth in Schedule 6.4, during the Interim Period, Seller shall cause each member of the Company Group, the Business and the Panther Creek Plant to be owned and operated in the ordinary course of business, in compliance in all material respects with appliable Laws, Permits and Contracts.
(b) Without limiting the foregoing or the provisions of Section 6.3, during the Interim Period, Seller shall cause each member of the Company Group not to undertake any of the following without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned in the case of the following clauses (i), (ii) or (xii) and otherwise may be withheld or granted in Buyer’s sole discretion):
(i) create any Lien (other than a Permitted Lien) against any of the material assets of the Company Group which Lien will not be released prior to Closing;
(ii) grant any waiver or consent of any material term under any Material Contract or Real Property Agreement;
(iii) sell, transfer, convey or otherwise dispose of any assets of any member of the Company Group other than any assets that have become obsolete;
(iv) hire any employees, engage any independent contractor or establish, or become obligated to contribute to, any benefit plan as defined in Section 3(3) of ERISA or other employee benefit or compensation plan, program, policy, agreement or arrangement;
(v) other than accounts payable incurred in the ordinary course of business or indebtedness otherwise incurred pursuant to the Material Contracts, incur, create, assume or otherwise become liable for indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other Person (excluding indebtedness (and guaranties of such indebtedness) that is repaid at or prior to Closing);
(vi) enter into any Contract with respect to hedging, marketing or trading;
(vii) except as may be required to meet the requirements of any applicable Law or GAAP, change any accounting method or practice in a manner that is inconsistent with past practice;
(viii) fail to maintain its limited liability company or partnership status, as applicable, or consolidate with any other Person or acquire all or substantially all of the assets of any other Person;
(ix) issue or sell any Equity Interests in any member of the C...
Interim Period Operations. Nothing contained in this Agreement shall give any party hereto, directly or indirectly, the right to control or direct the operations of any other party hereto during the Interim Period. During the Interim Period, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Affiliates’ respective businesses and operations.
Interim Period Operations. 9.1 Between the date hereof and Completion, the Seller shall (to the extent it is able so to do having regard to the provisions of the Operating Agreement [Unit Agreement]):-
(a) continue to carry on its activities in relation to the Asset in the ordinary and usual course so as to protect and maintain the same [in accordance with good oil field practice] and comply with previously agreed decisions of the Operating Committee in relation to the Assets;
(b) consult with the Purchaser with regard to the Asset and co-operate with the Purchaser so as to ensure an efficient handover of the Asset on Completion and use its reasonable endeavours to protect or procure the protection of the Asset for the benefit of the Purchaser;
(c) insofar as reasonably practicable, keep the Purchaser fully informed in a timely manner on any and all matters (not of a routine nature) relating to the Asset; and
(d) not to do or omit to do anything which would result in a breach of any of the Warranties given by it.
9.2 The Seller shall:
(a) not, except with the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed) amend or agree to amend any of the Asset Documents in any respect in so far as such amendment or agreement to amend relates to or affects the Asset or waive or agree to waive any of its rights or remedies thereunder or arising therefrom in so far as such rights and remedies relate to or affect the Asset;
(b) If is considers in good faith that a particular matter or proposal is of a nature which may have an adverse effect on the value of the Asset, notify the Purchaser in writing, consult (to the extent reasonably practicable) with the Purchaser in relation to that matter or proposal, take account of any representation which the Purchaser may make and, provided always that such action shall not be prejudicial to any of the Seller’s other business interest and the Seller shall not be in breach of any contractual, legal, statutory or regulatory requirement whatsoever by doing so, carry out the wishes of the Purchaser in so far as it is reasonably practicable to do so following such consultation; and
(c) As soon as reasonably practicable provide the Purchaser (to the extent it is contractually and legally permitted to do so) with details of any matter relating to or affecting the Asset on which the Seller is entitled to vote (a “Voting Matter”) and, prior to exercising its vote on a Voting Matter, consult (to the extent reasonably pra...
Interim Period Operations. (a) During the Interim Period, except (i) as set forth in Section 6.01 of the Disclosure Schedule, (ii) for Emergency Operations, (iii) as otherwise permitted by this Agreement or any Transaction Document, (iv) as required by Law, or (v) as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall cause the Company Group to, (A) operate the Business in all material respects in the ordinary course of business; (B) use commercially reasonable efforts to preserve intact in all material respects its business organization, including commercial relationships with Persons with whom it does business; (C) perform routine maintenance on the material Tangible Personal Property in the ordinary course of business; and (D) not:
(i) authorize, declare or pay any dividend or distribution to equity holders of the Company Group, other than (A) any dividend or distribution payable by one member of the Company Group to another member of the Company Group or (B) any dividend or distribution of cash or cash equivalents that is made prior to the Effective Time;
(ii) amend or modify any Company Group member’s Organizational Documents;
(iii) effect any recapitalization, reclassification, equity interest split, combination or similar change in the equity capitalization of any Company Group member;
(iv) acquire all or substantially all of the assets of any other Person or form any non-wholly owned Subsidiaries or acquire (by merger, consolidation or otherwise) any corporation, partnership, limited liability company, other business organization or division thereof, or a substantial Equity Interest in any other Person;
(v) make any material change to any Company Group member’s accounting practices, except as may be required by applicable Law, GAAP or other accounting principles or regulatory policy, or the interpretation or enforcement thereof;
(vi) liquidate, dissolve or otherwise wind up the affairs of any Company Group member or adopt a plan or agreement of complete or partial liquidation or dissolution or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any member of the Company Group;
(vii) sell, assign, transfer, lease or dispose of any material Company Assets (including any inventory related to capital projects set forth in Section 6.01(a)(vii) of the Disclosure Schedule) except for (A) sales or leases of inven...
Interim Period Operations. During the period from the Effective Date through the Closing (the "Interim Period"), Buyer hereby engages Seller as its agent for the purpose of operating the Business for Buyer's account, and Seller accepts such engagement. During the Interim Period, Seller shall continue to occupy the Facilities, and shall use the Assets to produce and ship products. Buyer shall be responsible for (i) the reimbursement to Seller of any and all documented costs and expenses incurred by seller in such endeavor, computed in a manner consistent with Seller's past practices, and, (ii) to the extent applicable, the direct payment of any documented costs and expenses arising out of or related to Seller's Interim Period operations as may be charged to buyer's account, if any. Buyer shall reimburse Seller for the costs and expenses incurred by Seller as soon as practicable after receipt of Seller's invoices.
Interim Period Operations. During the applicable Interim Period, Seller Parent and Seller shall, and they shall cause each Company Group Entity to, operate in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, during the applicable Interim Period, except as (i) set forth in Schedule 6.02, (ii) expressly required by this Agreement, or (iii) required by Applicable Law or by a Governmental Authority or pursuant to any Company Contract, Seller Parent and Sellers shall not permit any Company Group Entity to take any of the following actions without Buyers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned):
(a) dispose of any properties (including disposition or issuance of any equity interest), or incur any Liens or permit any Liens to be imposed on any property, other than (i) Permitted Liens, (ii) pursuant to existing Contracts that are included in Schedule 4.09 (other than any Liens arising from any breach of any such Contract), or (iii) dispositions in the ordinary course of business;
(b) enter into, materially amend or terminate any Contract with any Affiliate (other than (i) its Subsidiaries or (ii) any other Company Group Entity with respect to which the Closing has occurred);
(c) fail to satisfy when due or otherwise default on (i) any material payment obligation under any Company Contract related to the development, siting, construction, operation or maintenance of a Project or (ii) any payment obligation under any Contract if such default has or could reasonably be expected to have an adverse effect on any Company Group Entity, any Project, or the applicable Company’s or Buyers’ ability to obtain bank and/or tax equity financing for any Project, in each case, in any material respect;
(d) take any action that could be reasonably expected to cause or result in the incurrence of Liabilities unrelated to a Project (including guarantees of third parties or affiliate debt);
(e) fail to use commercially reasonable efforts to progress the status of any Project (to the extent applicable) in good faith;
(f) enter into any Contract that would be a Company Contract if in existence on the date hereof or materially amend, materially modify or terminate (partially or completely) any Company Contract, in each case other than (A) ordinary course purchase or work orders or similar instruments, (B) renewals or extensions of Company Contracts in accordance with the terms thereof, (C) amendments...
Interim Period Operations. Section 6.7
Interim Period Operations. From the date hereof until the Closing, the Company shall use its commercially reasonable efforts to operate pursuant to the terms of the budget previously provided by the Company to Buyer. The Company shall proceed with the capital expenditure projects set forth on Schedule 7.3(A) in accordance with the capital expenditure budget provided to Buyer. Notwithstanding anything herein to the contrary, neither the Sellers nor the Company shall be liable to Buyer for any delays in connection with such capital expenditure projects due to factors outside their control including, but not limited to, weather delays, material shortages, and labor
Interim Period Operations. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article X, except (1) for Emergency Operations or (2) for the actions expressly permitted or required under the terms of this Agreement or consented to in writing by the New Member (which consent shall not be unreasonably delayed, withheld or conditioned), the Company shall, and shall cause Opco to,:
(i) use commercially reasonable efforts to continue to implement the development of the Pipeline Project in accordance with the Pipeline Project Budget;
(ii) operate its assets and its business, and maintain its Books and Records, in the ordinary course of business;
(iii) give written notice to the New Member as soon as is practicable of any notice received or given by the Company or Opco, with respect to any alleged breach by the Company or Opco or other Person of any Material Contract, Easement or Permit;
(iv) with respect to Emergency Operations, notify the New Member of such emergency and the related Emergency Operations as soon as reasonably practicable;
(v) give prompt notice to the New Member of (A) any material damage or any casualty to any of the material assets of the Company or Opco or (B) any notice received or made by the Company or Opco, of any claim asserting any material tort or violation of Law or any new or threatened Action, that (in each case) relates to or affects the Company or Opco; and
(vi) timely file all Tax Returns required to be filed by each of the Company or Opco or any Subsidiary and timely pay all Taxes due and payable by each of the Company and Opco or any Subsidiary, and except as otherwise required by applicable law, not make change or rescind any material Tax election or settle or compromise any material audit, examination or proceeding relating to Taxes.
Interim Period Operations. (a) Except as required or permitted hereby, or as consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise set forth in Schedule 6.1, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with the terms hereof (the “Interim Period”), Seller will use commercially reasonable efforts to cause each Company (x) to operate in the ordinary course of business; and (y) to preserve intact its material relationships with third parties. Without limiting the foregoing, except as otherwise required or permitted hereby or required by the terms of any material Permit or any Material Contract, Seller will cause each Company not to undertake any of the following during the Interim Period without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):
(i) adopt any change in any of its Charter Documents;
(ii) (A) fail to maintain its limited liability company existence, or