OPERATION GENERALLY Sample Clauses

OPERATION GENERALLY. After the Spin-Off and until the --------- --------- Closing, Xxxxxxxx will (a) with respect to Station Assets, keep books of account, records, and files substantially in accordance with the practices of Xxxxxxxx Holdings and its Subsidiaries with respect to such assets of such type prior to the Spin-Off, (b) promptly execute and timely file any applications reasonably required for renewal of the FCC Authorizations, (c) timely file (taking into account any extensions of which Xxxxxxxx may avail itself) true, correct and complete federal, state, local and foreign tax returns and tax reports required to be filed by Xxxxxxxx, (d) fully pay all federal, state, local and foreign income, profits, franchise, sales, use, occupation, property, excise and other taxes (including interest and penalties) due and payable by Xxxxxxxx, (e) to the extent necessary to the conduct of its business: use reasonable efforts to (i) perform its obligations under all Station Contracts to which it is a party, (ii) preserve the Station Assets held by it, and (iii) maintain in full force and effect the FCC Authorizations, and (f) maintain property damage insurance in such amounts, and insuring against such risks, as Xxxxxxxx may reasonably request.
Sample 1
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OPERATION GENERALLY. Commencing on the Commencement Date, the Company, shall operate, maintain, manage, repair and replace the Wastewater System and perform all other Operation Services under this Agreement in accordance with the Operating Standards. The Company will be responsible for providing all vehicles and rolling stock necessary to perform the Operating Services, provided, however, that the Borough will make available to the Company certain vehicles and rolling stock as described in Appendix 1 in “as is” condition.
Sample 1Sample 2
OPERATION GENERALLY. Commencing on the Effective Date, the Company shall operate and maintain the Facilities in accordance with the requirements of this Agreement, including in compliance with the Contract Standards. During the Term, the Company shall not use or permit the use of the Facilities for any purposes other than those contemplated by this Agreement.
Sample 1
OPERATION GENERALLY. Following the Operations Commencement Date, the Managed Assets shall be operated and maintained by the Company except the scale house, which shall be operated by the County and maintained by the Company, Any Landfill gas management system shall be operated and maintained by the County. . The Company shall operate and maintain all other Managed Assets in a good, environmentally sound, reliable, safe and workmanlike manner and in accordance with Good Industry Practices. The Company's operation shall be in accordance with the terms of this Agreement, the DENR approved Operation and Maintenance Manual, the rules set forth in 15A NCAC 1313.1.626 and the Contract Standards. The Company shall use all reasonable efforts to transfer to and apply at the Managed Assets the benefit of the advances and improvements in technology, management practices and operating efficiencies that are developed by the Company, the Guarantor and their Affiliates conducted over the full Term of this Agreement, and which are useful and appropriate in the good faith judgment of the Company for carrying out the Contract Services in a manner which improves upon the Contract Standards.
Sample 1
OPERATION GENERALLY. Following the Commencement Date, the Managed Assets shall be operated and maintained by the CONTRACTOR, excepting the truck scales and scale house, which shall be maintained by the COUNTY. The CONTRACTOR shall maintain the Managed Assets in good working order, condition and repair, in a neat and orderly condition and in material accordance with Good Industry Practice and shall maintain the aesthetic quality of the Managed Assets as originally constructed.
Sample 1

Related to OPERATION GENERALLY

  • Management Generally The management of the Company shall be vested exclusively in the Managing Member. Except as authorized by the Managing Member, or as expressly set forth in this Agreement, the Non-Managing Members shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. The Managing Member, and any Affiliate of the Managing Member, may engage in any other business venture, whether or not such business is similar to the business of the Company, and neither the Company nor any Non-Managing Member shall have any rights in or to such ventures or the income or profits derived therefrom.

  • Termination Generally If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

  • Property Generally Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 7.02 and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

  • Services Generally Commencing on the Listing Date and continuing until the Termination Date, to the extent reasonably requested by the Company, the Service Provider shall render to the Company, by and through such of the Service Provider’s officers, employees, independent contractors, consultants, agents, representatives and affiliates as the Service Provider, in its sole discretion, may designate from time to time, support and administrative services (collectively, the “Services”), including research, due diligence, transaction process management and execution, information technology, public and investor relations, legal, facilities management, back office, vendor management, accounting, book and record keeping, cash management, secretarial services and other services in connection with identifying and evaluating potential initial Business Combination targets that the Service Provider may recommend to the Company; provided that the Service Provider shall not provide any investment advice to the Company.

  • Plan Termination Generally This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

  • Form Generally The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.3. Conversion notices shall be in substantially the form set forth in Section 2.4. Repurchase notices shall be substantially in the form set forth in Section 2.2. The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved borders if so required by any securities exchange upon which the Securities may be listed) on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution thereof. Upon their original issuance, Securities issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its Successor Securities which are Global Securities, are collectively herein called the "Restricted Global Security".

  • Transfer Generally (a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns its General Partner Interest to another Person or by which a holder of Incentive Distribution Rights assigns its Incentive Distribution Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage. (b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void. (c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner.

  • Compliance Generally The Corporation and each of the Material Entities has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and assets are owned, leased or operated except as disclosed in the Specified Disclosure;

  • Management and Operation of Business Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

  • Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

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