Common use of Operation of Assets Prior to Closing Clause in Contracts

Operation of Assets Prior to Closing. (A) During the Interim Period, Seller, in its sole discretion, shall use, operate and maintain the Assets in substantially the same manner in which they have been used, operated and maintained prior to the Effective Date. In addition, Seller shall do the following: (1) Operate the Assets in the ordinary course of business. (2) Not sell, assign or encumber (except for Permitted Encumbrances) any portion of the Assets other than the sale in the ordinary course of the operations of other items having a per item fair market value of less than One Hundred Thousand U.S. Dollars ($100,000) of materials, supplies, spare parts, furniture, motor vehicles, rolling stock, tools, implements, appliances, machinery, equipment, improvements or other tangible personal property or fixtures forming a part of the Assets. (B) The provisions set forth in Section 12.1(A) do not apply, and Seller is entitled to act, or refrain from acting, in such a manner as Seller elects without reference to Buyer or the provisions of Section 12.1(A), in respect of any of the following circumstances: (1) An act, omission or other matter expressly contemplated by this Agreement, including the taking of any steps necessary to satisfy the Conditions Precedent. (2) An act, omission or other matter undertaken in the event of emergency or where otherwise necessary, in the opinion of Seller, to safeguard any personnel or assets of Seller, including the Assets. (3) Not assign, transfer, amend or terminate any material Assigned Contract or Applicable Permit without the Buyer's prior written consent, such consent not to be unreasonably withheld or delayed.