Operation of Assets Sample Clauses

Operation of Assets the operation of the party’s assets;

Operation of Assets. Seller shall: (i) cause the Assets to be maintained and operated in the ordinary course of business, in accordance with Seller’s past practices, maintain insurance now in force with respect to the Assets, and pay or cause to be paid all costs and expenses in connection therewith promptly when due; (ii) not commit to participate in the drilling of any new well or other new operations on the Assets the cost of which (net to Seller’s interest) is in excess of $250,000 in any single instance, without the advance written consent of Buyer, which consent or non-consent must be given by Buyer within the lesser of (x) ten (10) days of Buyer’s receipt of the notice from Seller or (y) one-half ( 1⁄2) of the applicable notice period within which Seller is contractually obligated to respond to third parties to avoid a deemed election by Seller regarding such operation, as specified in Seller’s notice to Buyer requesting such consent; provided that, failure by Buyer to respond within the aforesaid applicable period shall constitute Buyer’s consent to Seller’s participation in such well or other operation; (iii) maintain and keep the Assets in full force and effect, except where such failure is due to (i) the failure to pay a delay rental, royalty, shut in royalty or other payment by mistake or oversight (including Seller’s negligence) unless caused by Seller’s gross negligence or willful misconduct, or (ii) the failure to participate in an operation which Buyer does not timely approve; and (iv) use Seller’s commercially reasonable efforts to maintain its relationships with suppliers, customers and others having material business relations with Seller with respect to the Assets so that they will be preserved for Buyer on and after the Closing Date.

Operation of Assets. From and after the Closing Date, and until such time as all Environmental Permits for the Assets have been transferred to the Partnership and its Subsidiaries in accordance with Section 6.2, the Partnership and its Subsidiaries shall be allowed to operate the Assets under any Western Party’s existing Environmental Permits. This is intended by the Parties to be an interim, temporary measure.

Operation of Assets. The Company shall: ------------------- (1) cause the Assets to be maintained and operated in the ordinary course of business in accordance with the Company's past practices (including the repair or replacement of damaged, destroyed, obsolete, depreciated, non-working or non-economical items of equipment or other personal property without regard to the limitation of Section 8.1(c)(3) below), maintain insurance now in force with respect to the Assets, and pay or cause to be paid all costs and expenses in connection therewith promptly when due; (2) cause, or in the event the Company is not operator, use reasonable efforts to cause, the Assets to be maintained and operated in material compliance with all Laws; (a) not commit to participate in the drilling of any new well or other new capital expenditure on the Assets the projected cost of which (net to the Company's interest and without consideration of any cost overruns) is in excess of $500,000 in any single instance, or (b) elect to become a nonconsenting party with respect to any operation or capital expenditure proposed by a third Person if the projected cost of such operation or capital expenditure (net to the Company's interest and without consideration of any cost overruns) is in excess of $500,000 in any single instance, or if the Company's election not to participate in such operation or capital expenditure would cause a permanent forfeiture of any Well or Unit valued in excess of $500,000 in the Property Schedule, in both cases without the advance written consent of Buyer, which consent shall not be unreasonably withheld and which consent or non-consent must be given by Buyer within the lesser of (x) ten (10) days of Buyer's receipt of the notice from Seller or the Company or (y) one-half (2) of the applicable notice period within which the Company is contractually obligated to respond to third parties to avoid a deemed election by the Company regarding such operation or capital expenditure (provided Seller or the Company promptly gives such notice to Buyer after Seller or the Company receives it), as specified in Seller's or the Company's notice to Buyer requesting such consent which notice shall set forth the Company's recommendation as to whether the Company should participate in such operation or capital expenditure; provided that, failure by Buyer to respond within the aforesaid applicable period shall constitute Buyer's approval of the recommendation of the Company set forth in such notice wit...

Operation of Assets. (a) Except as contemplated in this Agreement, otherwise consented to by Buyer in writing (which consent will not be unreasonably delayed, withheld or conditioned) or as provided for in any applicable operating agreement or other agreement set forth in any Schedule hereto, during the period of time from the Effective Time through the Closing Date, Seller shall operate its business with respect to the Assets, in all material respects, in the ordinary course of business as previously conducted. Notwithstanding the foregoing: (i) until the Closing Date, Seller to the extent of its right to do so, shall operate and maintain the Assets in a proper and prudent manner in accordance with its past practices; (ii) from the Execution Date, Seller shall not, without the prior approval of Buyer, which approval shall not be unreasonably withheld or delayed: (A) surrender or abandon any of the Assets other than in accordance with the terms of the contracts listed on Schedule 2.02(e)(i); (B) amend or terminate any agreement or instrument relating to the Assets if the amendment or termination could reasonably be expected to have an adverse effect exceeding $75,000 on the value of any one or more of the Assets; (C) mortgage, pledge, assign, sell, transfer, or otherwise dispose of or encumber, or allow the mortgaging, pledging, assigning, sale, transfer or other disposition or encumbrance, of any of the Assets other than chattel property or other personal property that is replaced by equivalent property or consumed in the operation of the Assets and other than liens arising in the ordinary course of business as a result of the operations under agreements affecting the Assets; (D) remove or cause to be removed any tangible property out of the ordinary course of business; or (E) propose or initiate the exercise of any right or option relative to or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Assets which have not been commenced or committed to by Seller on the date hereof except that without the consent of Buyer. Seller may propose or initiate any operation on the Assets for, and may propose or initiate the exercise of any right or option relative to (i) the protection of life, health, the environment or property in the event of an emergency, or (ii) any operation Seller’s share of which is not in excess of $100,000; provided, however, that if any Seller seeks to undertake an operation for more than $100,000 (net to Seller’s ...

Operation of Assets. (a) Except as set in Section 6.6(b), below, until the Closing, Seller or EXUS (i) will continue to operate and administer the Assets in a good and workmanlike manner, (ii) will not, without the prior written consent of Buyer, commit to any operation, or services of related operations, reasonably anticipated by Seller or EXUS to require future capital expenditures by the owner of the Assets in excess of $20,000, or make any capital expenditures in excess of $20,000 except for matters set forth on Schedule 4.12, or terminate, materially amend, execute or extend any material agreements affecting the Assets, (iii) will maintain generally insurance coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (iv) will use commercially reasonable efforts to maintain in full force and effect all Leases, (v) will maintain all material governmental permits and approvals affecting the Assets, (vi) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any Assets except for sales and dispositions of oil and gas production made in the ordinary course of business consistent with past practices, and (vii) will not enter into, assign, terminate or amend, in any material respect, any Contract or any other contract or agreement by which the Properties are bound. Buyer's approval of any action restricted by this Section 6.6 shall be considered granted within 10 days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller's written notice) of Seller's notice to Buyer requesting such consent unless Buyer notifies Seller to the contrary during that period. In the event of an emergency, Seller may take such action as a prudent operator would take and shall notify Buyer of such action promptly thereafter.

Operation of Assets. (i) Except as set forth on Schedule 6.1 of the Company Disclosure Letter, as expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to by Purchaser in writing, Seller agrees, from and after the Execution Date until the Closing, except as expressly contemplated by this Agreement or as expressly consented to in writing by Purchaser, that it shall cause the Company to operate as a reasonable and prudent operator (and, for purposes of Section 10.2(b) but not for purposes of Section 8.2(c), in compliance, in all material respects, with all Laws, the terms and conditions of the Company Leases and Company Contracts), and otherwise in the ordinary course of business. Without limiting the generality of the foregoing and except as otherwise expressly required by this Agreement or the Capital Plan or otherwise consented to by Purchaser in writing, during the period from the Execution Date to the Closing, Seller shall cause the Company to: (A) except as contemplated by the capital plan as set forth on Annex E (the “Capital Plan”), with respect to the Assets operated by the Company, not propose or commit to any new operation or make or commit to make any other capital expenditure (or series of related capital expenditures), in either case, in excess of $5,000,000 in the aggregate per month, net to the Company’s Working Interest or ownership interest in the affected Assets, except, in either case, for operations and expenditures required on an emergency basis to repair damage to or protect the value of the Assets (provided that the Company shall notify Purchaser of any such emergency operation or expenditure as soon as reasonably practicable), such emergency operations and expenditures not to exceed $10,000,000 in the aggregate per month, net to the Company’s Working Interest or ownership interest in the affected Assets; (B) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (C) other than in the ordinary course of business, not voluntarily terminate, materially amend or waive any material right under or extend any Company Lease; (D) use commercially reasonable efforts, subject to Seller’s operational discretion with respect to the Capital Plan implementation, to continue to drill and complete Wxxxx in accordance with the Capital Plan, including the scheduling or temporal requirements set forth therein (subject to Sectio...

Operation of Assets. Between the date hereof and the Closing Date, the Contributor will take such action as may be necessary to cause the Company to (A) operate its business only in the usual, regular, and ordinary manner consistent with such entity’s prior practice and (B) maintain its books of account and records in the usual, regular, and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years. Except as otherwise permitted hereby, from the date hereof until the Closing Date, the Contributor shall not take any action or fail to take any action the result of which would (1) have a material adverse effect on the Assets, the Contributor’s Assets, the Property, the Hotel or the Acquiror’s ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted or (2) would cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

Operation of Assets. Prior to the Closing Date, Seller agrees, unless specifically waived by Buyer in writing, to:

Operation of Assets. Seller shall: (i) cause the Subject Assets to be maintained and operated in the ordinary course of business in accordance with Seller’s past practices (including the repair or replacement of damaged, destroyed, obsolete, depreciated, non-working or non-economical items of equipment or other personal property and the investigation, monitoring and remediation of the Subject Assets as required by Environmental Laws), maintain insurance now in force with respect to the Subject Assets, and pay or cause to be paid all costs and expenses in connection therewith promptly when due in the ordinary course of business in accordance with Seller’s past practices; (ii) duly and timely file or cause to be filed all reports and returns required to be filed with a Governmental Authority and timely pay all amounts due in connection therewith, unless such amounts are being contested by Seller in good faith; and (iii) cause the value of the spare parts and inventory that are part of the Subject Assets to be maintained at levels consistent with past practices, if applicable.