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. 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:
(a) Parent will afford to the officers and authorized representatives of Subsidiary access to the plants, properties, books and records of Parent and will furnish Subsidiary with such additional financial and operating data and other information as to the business and properties of the Parent as Subsidiary may from time to time reasonably request.
(b) Parent will cooperate with Subsidiary, its representatives and counsel in the preparation and execution of any documents or other material which may be required in connection with the Exchange.
(c) Parent will: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and
Operation Pending Closing. Except (i) as otherwise expressly contemplated by this Agreement, (ii) with the prior written consent of Buyer, (iii) as prohibited or restricted by the Bankruptcy Code or other applicable Laws or by the terms and provisions of any debtor in possession financing agreement entered into in the Bankruptcy Case (the “DIP Agreement”), or (iv) as described on Schedule 8.1 attached hereto and incorporated herein by this reference, from the date hereof until the earlier of the termination of this Agreement or the Closing Date, the Sellers shall use commercially reasonable efforts to: (a) conduct the Sale Property and Assumed Liabilities in the usual and ordinary course taking into account the Bankruptcy Case, applicable bankruptcy Law, and the Orders of the Bankruptcy Court in respect of the Bankruptcy Case, and shall timely satisfy, through the Closing, all post-Petition Date obligations arising under any Potential Assigned General Contract that is permitted or required to satisfy under the Bankruptcy Code or any Order of the Bankruptcy Court, and shall not (except as expressly authorized by Buyer, in writing) seek to reject any such Contract, and (b) use commercially reasonable efforts to preserve intact the Sale Property and the Assumed Liabilities, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations. Further, without Buyer’s written consent, which shall not be unreasonably withheld or delayed, Sellers shall not: (i) terminate (other than by expiration), or amend or modify (other than by automatic extension or renewal) in any material respect any Assigned General Contract or Potential Assigned General Contract relating to the Sale Property; (ii) settle or compromise any pending or threated material Litigation that could give rise to Liabilities of the Business that are not Excluded Liabilities; (iii) sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any material portion of the Sale Property, other than pursuant to existing Contracts; (iv) subject any portion of the Sale Property that is material to the Business to any Interests; (v) accelerate the collection of, discount or compromise, or factor, sell or otherwise transfer any of the Accounts Receivable that arose from the sale of Products in the 30 days prior to the date of this Agreement or that arise ...
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. 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. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholder will not, and Subsidiary Shareholder 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 Shareholder and Subsidiary and its officers and employees will comply, and Subsidiary Shareholder will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
(a) Subsidiary and Subsidiary Shareholder will afford to the officers and authorized representatives of Parent access to the plants, properties, books and records of Subsidiary and will furnish Parent with such additional financial and operating data and other information as to the business and properties of the Subsidiary as Parent may from time to time reasonably request.
(b) Subsidiary and Subsidiary Shareholder will cooperate with Parent, its representatives and counsel in the preparation of any documents or other material which may be required in connection with the Exchange.
(c) Subsidiary will, and Subsidiary Shareholder will cause Subsidiary, to: (1) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (2) maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; (3) perform all its material obligations under agreements relating to or affecting its assets, properties and rights; (4) keep in full force and effect present insurance policies or other comparable insurance coverage; and
Operation Pending Closing. During the period commencing on the date hereof and ending on the Closing Date (the “Contract Period”), Seller/Lessee shall, at Seller/Lessee’s sole cost and expense, (i) maintain and operate the Premises in compliance with all laws, ordinances and other requirements of any governmental authority having jurisdiction and substantially in the same manner in which it maintained and operated the Premises immediately before entering into this Agreement, as though Seller/Lessee were retaining the Premises, (ii) maintain and keep Seller/Lessee’s Insurance in full force and effect, and (iii) pay all outstanding taxes, assessments, maintenance and other charges related to the Premises.
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. Seller agrees to maintain the business for the duration of this Agreement substantially in its present condition, reasonable wear and tear excepted. . Following execution of this Agreement, Seller will not enter into any new contracts or agreements without the express written consent of Purchaser, which consent Purchaser may withhold in its discretion for any matter outside the normal course of business. For matters within the normal course of business, Seller may continue to enter contracts for the routine provision of services and sale of goods.
