Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Parent will not enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Parent and its officers and employees, will comply with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholders will not, and Subsidiary Shareholders will not cause Subsidiary to, enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Subsidiary Shareholders and Subsidiary and its officers and employees will comply, and Subsidiary Shareholders will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
Operation Pending Closing. With respect to the Marketing Assets, between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Marketing Sites, without Purchaser's approval. Notwithstanding the foregoing, Seller may close any service station temporarily to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Marketing Sites between the Effective Date and the Closing Date.
Operation Pending Closing. Between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Properties, without the approval of Purchaser, except for any termination or nonrenewal of any Fee & Lease Dealer Agreement for any reason permitted by the PMPA. Notwithstanding the foregoing, Seller may close any service station temporarily to change the franchisee at the Property, and to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Properties between the Effective Date and the Closing Date.
Operation Pending Closing. During the Executory Period, Seller hereby covenants and agrees that Seller shall:
Operation Pending Closing. From the date of execution of this Agreement through the Closing Date, Seller will conduct its Business only in the ordinary course and consistent with past practice, will maintain its assets in at least as good order and condition as existed on the date of this Agreement, and will comply with all laws, rules and regulations applicable to their businesses or assets.
Operation Pending Closing. Prior to the Closing, Seller shall operate and maintain the Property substantially in accordance with Seller's past practices for the previous 12 months. Seller shall not enter into any new lease with respect to the Property prior to the Closing. Seller shall not enter into any contract with respect to the Property prior to the Closing if such contract would bind Buyer after the Closing, unless Buyer consents to such contract. Without the prior written consent of Buyer, which will not be unreasonably withheld or delayed, Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date which could affect the Property following the Closing.
Operation Pending Closing. During the Executory Period, Seller shall operate, maintain and manage the Property in a manner substantially consistent with Seller's past practices.
Operation Pending Closing. Prior to the Closing, Seller shall operate and maintain the Property, or cause the Property to be operated and maintained, in a businesslike manner and substantially in accordance with Seller's past practices with respect to the Property. Without the prior written consent of Buyer, which will not be unreasonably withheld or delayed, Seller will not subject the Property to any leases, lease amendments, contracts, liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date which could affect the Property following the Close of Escrow. If upon a request from Seller, Buyer refuses to give its consent, it must deliver to Seller a written explanation of its reasons therefore. If Buyer does not approve Seller's request within three (3) business days, the requested matter shall be deemed to have been approved by Buyer.
Operation Pending Closing. On and after execution hereof and until the ------------------------- Effective Time, Parent will not operate any business and will not enter into any transaction or perform any act enumerated in Paragraph (c) above or that would constitute a material adverse breach of the representations, warranties or agreements contained herein. Parent, and its officers, directors and employees, and Principal Parent Shareholder will comply with all applicable material provisions of this Reorganization Agreement. Parent will not amend its Articles of Incorporation or By-laws, or change the composition of its Board of Directors or Officers, without the consent of Sub, Target, Majority Target Shareholder and Minority Target Shareholder. Parent shall take no action to cause Sub to amend its Articles of Incorporation or By-laws, or to change the composition of its Board of Directors, without the consent of Target, Majority Target Shareholder and Minority Target Shareholder.
