Maintenance of Acquired Assets Sample Clauses

Maintenance of Acquired Assets. Seller shall maintain all of the Acquired Assets in their present order and condition (including routine or necessary maintenance), subject to normal wear and tear and normal obsolescence and the requirements of the Business, and will maintain insurance upon all of its assets and operations of the kind and in the amounts existing as of the date of this Agreement, to the extent available on a reasonably comparable basis.
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Maintenance of Acquired Assets. Sellers shall maintain the Acquired Assets in substantially the same condition as existed on the date of this Agreement, ordinary wear and tear excepted.
Maintenance of Acquired Assets. Seller shall, during the period from the Effective Date until the Closing Date (or until the termination of this Agreement pursuant to Article X), maintain the Assets, all properties and assets of Waterlink UK and the Subsidiaries, and all of Waterlink UK's and the Subsidiaries' net operating losses, in each case consistent with past practice, subject to any restrictions imposed by the Bankruptcy Court.
Maintenance of Acquired Assets. Seller shall, during the period from the date hereof until the Closing Date (or until the termination of this Agreement pursuant to Article VI), conduct the Business only in the ordinary and normal course thereof and maintain the Assets in customary condition (ordinary wear and tear excepted), in each case, consistent with past practice since the filing of the Chapter 11 Case but subject to any restrictions imposed by the Bankruptcy Court; provided, however, that Seller shall not, during such period, engage in any transaction with any Affiliate of Seller or make any shipment with respect to Inventory with an aggregate cost in excess of $10,000; and, provided, further, that Seller’s executive, Xxxxxx X. Xxxxxx, during such period, shall not supervise, conduct or otherwise interfere with, directly or indirectly, the operations and affairs of Seller or the Business.
Maintenance of Acquired Assets. Except (a) as contemplated by this Agreement, (b) as required by applicable law or by any agreement in effect on the date hereof, (c) as set forth on Schedule 4.2 attached hereto, or (d) with Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement until the Closing Date, Seller shall not sell, transfer, license or otherwise dispose of to any third party any portion of the Acquired Assets (except for the sale of goods and services in the ordinary course of business).
Maintenance of Acquired Assets. Seller shall, during the period from the Effective Date until the Closing Date (or until the termination of this Agreement pursuant to Article X), maintain the Assets, all properties and assets of Waterlink UK and the Subsidiaries, and all of Waterlink UK's and the Subsidiaries' net operating losses, in each case consistent with past practice, subject to any restrictions imposed by the Bankruptcy Court. From the date hereof through Closing, none of Seller, Waterlink UK or the Subsidiaries shall (i) transfer, sell, dispose of, convey or expend assets or properties except the sale of products of their businesses, consistent with past practices; (ii) incur any financing or indebtedness (other than ordinary course borrowing under financing described in Section 2.2); (iii) take any action that could have the effect of increasing or accelerating the UK Pension Obligations or of terminating or winding up the associated plans; (iv) enter into any contract or incur any obligation except as necessary to sell products on terms consistent with past practices; (v) hire any employee, increase or change the pay or benefits of any employee; (vi) take any action that will result in an Encumbrance, Claim or Lien on assets or property of Waterlink UK or the Subsidiaries; (vii) make any distribution or redemption with respect to equity or stock; or (viii) take any other action, except as is necessary to sell products of its business, consistent with past practices. Seller shall maintain existing and customary insurance coverage on all assets and properties of Seller, Waterlink UK and the Subsidiaries through Closing.
Maintenance of Acquired Assets. Seller will keep at its own expense in a normal historical state of repair and operating efficiency the Acquired Assets. On the Closing Date, the operation of the Stations and the technical equipment shall be in material compliance with the FCC Licenses and the FCC's Rules and Regulations and all other applicable laws and regulations. Except as set forth on the Disclosure Schedule, no citations, complaints or petitions shall be pending or, to Seller's Knowledge, threatened against Seller.
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Related to Maintenance of Acquired Assets

  • Maintenance of the Property Neither Broker nor Brokerage Firm is responsible for maintenance of the 324 Property nor are they liable for damage of any kind occurring to the Property, unless such damage is caused by their negligence or 325 intentional misconduct.

  • Operation and Maintenance of Properties The Borrower will, and will cause each of its Subsidiaries to: (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all material equipment, machinery and facilities. (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. (e) to the extent the Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

  • Maintenance of Assets The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

  • Maintenance of Properties (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

  • Maintenance of Properties, Etc Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

  • Existence; Maintenance of Properties The Obligors will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as corporations under the jurisdiction of their incorporation. The Obligors will do or cause to be done all things necessary to preserve and keep in full force all of its rights and franchises and those of their Subsidiaries, except for the Inactive Subsidiaries. The Obligors, except with respect to the Inactive Subsidiaries (i) will cause all of its properties and those of their Subsidiaries used or useful in the conduct of its business or the business of their Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Obligors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) except as provided below, will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses. The Obligors (i) shall not make any loans or advances to, or transfer any assets to, any Inactive Subsidiary, nor allow any Inactive Subsidiary to engage in any business activity, other than such activity which may be required in connection with the dissolution and/or deregistration of such Inactive Subsidiary, and (ii) shall dissolve all Inactive Subsidiaries, which are Domestic Subsidiaries, on or before ninety (90) days from the date hereof, and shall endeavor in good faith and use its reasonable efforts to dissolve or deregister all Inactive Subsidiaries, which are not Domestic Subsidiaries as soon as possible, but in no event, not later than one (1) year from the date hereof. In the event that any Inactive Subsidiary has not been dissolved or deregistered in accordance with the provisions of the preceding sentence, the parent of such Inactive Subsidiary shall execute and deliver to the Agent, within thirty (30) days of the Agent's request, a stock pledge, in form and substance reasonably satisfactory to the Agent, to pledge the stock of such Inactive Subsidiary to the Agent for the ratable benefit of the Lenders and such other documents, instruments and agreements which the Agent may reasonably require in connection therewith.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Maintenance of Property The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Net Worth The Parent shall at all times maintain an Adjusted Net Worth of not less than the Minimum Tangible Net Worth.

  • Maintenance of Equipment The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved. No Borrower shall use or operate the Equipment in violation of any law, statute, ordinance, code, rule or regulation. Each Borrower shall have the right to sell Equipment to the extent set forth in Section 4.3 hereof.

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