Operational Covenants. (a) From the COD until the expiry of the Term, the Supplier shall operate and maintain the Facility in accordance with Good Engineering and Operating Practices and meeting all applicable requirements of the IESO Market Rules, the Transmission System Code, the Distribution System Code and any Connection Agreements. Draft
(b) From and after the beginning of the hour ending 01:00 hours (EST) of the Commercial Operation Date, the Supplier agrees to operate the Facility in accordance with the Must-Offer Obligation, and the Monthly Payments shall begin to accrue and be payable in accordance with Section 4.1 and Article 5. For certainty, the Parties acknowledge that the Buyer is not purchasing from the Supplier, nor is the Supplier selling to the Buyer, any Electricity or Related Products hereunder.
(c) The Supplier agrees to assume all risk, liability and obligation and to indemnify, defend and hold harmless the Indemnitees in respect of all actions, causes of action, suits, proceedings, claims, demands, losses, damages, penalties, fines, costs, obligations and liabilities arising out of a discharge of any contaminant into the natural environment, at or related to, the Facility and any fines or orders of any kind that may be levied or made in connection therewith pursuant to the Environmental Protection Act (Ontario), the Ontario Water Resources Act (Ontario), the Dangerous Goods Transportation Act (Ontario) or other similar legislation, whether federal or provincial and all as amended from time to time, except to the degree that such discharge shall have been due to the negligence or wilful misconduct of the Indemnitees.
(d) A Facility which is also a load facility under the IESO Market Rules or a consumer under the Distribution System Code, as applicable, shall be solely responsible for all charges in relation to Electricity consumed by it in order to operate the Facility in accordance with this Agreement.
(e) Supplier shall use Commercially Reasonable Efforts to procure and maintain sufficient fuel supply (as applicable) to be utilized by the Facility necessary for meeting its Must-Offer Obligation.
Operational Covenants. Without the prior written consent of Shareholder, which shall not be unreasonably withheld, PainCare shall not, prior to the conclusion of the third Formula Period:
(a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a material adverse effect on the Formula Period Profits;
(b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation's human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that are reasonably necessary in light of the Surviving Corporation's results of operation;
(c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a material adverse effect on the Formula Period Profits;
(d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation's results of operation;
(e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a material adverse effect on the Formula Period Profits;
(f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation's results of operation; The parties hereby acknowledge and agree that the foregoing covenants in this Section 9.9 shall become null and void and of no further force or effect if the Formula Period Profits of the Survi...
Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to:
(a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary;
(b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries;
(c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule;
(d) subject to (g) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries;
(e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in...
Operational Covenants. Borrower hereby covenants with Lender as follows:
(a) Borrower will not own or lease any property other than the Property (as defined herein and as defined in the Deed of Trust).
(b) Except as permitted herein or in the Loan Documents, Borrower will not sell, transfer, lease, convey, assign, pledge, lien or encumber (each, a "Transfer") the Property, in each case in any way without the prior written consent of Lender; nor will it consent to the prohibition by any lender or any other person or entity of any encumbrance on the Property, other than the Loan and Permitted Encumbrances; notwithstanding anything in the Loan Documents to the contrary, Borrower shall be authorized to enter into commercially reasonable leases in the ordinary course of business, as well as any concession agreements, amendments, and modifications related thereto, without the need to obtain the Lender's consent.
(c) There shall be no Transfer of any of the Equity Interests (whether legal, beneficial or equitable, whether voluntary or involuntary, whether direct or indirect) in Borrower nor will Borrower consent to any such Transfer, without the prior written consent of Lender, except that the following transfers (the "Permitted Transfers") shall be permitted:
(i) a Transfer of the membership interests in BR-TBR Wxxxxxxxx Venture, LLC ("Venture"), the sole member of Borrower (A) by TriBridge Co-Invest 27, LLC (the "TriBridge Member") to BR Wxxxxxxxx Member, LLC (the "BR Member") or (B) by BR Member to TriBridge Member; provided, that any transfer pursuant to clause (B) shall be subject to the prior written approval of Lender in Lender’s sole discretion;
(ii) as long as following any such Transfer either Bluerock Real Estate, LLC ("BRRE") or Bluerock Residential Growth REIT, Inc. ("BR REIT") exercise at least the same degree of control, directly or indirectly, over Borrower as exists as of May 20, 2015, any Transfer of direct or indirect ownership interests in TriBridge Member or BR Member; provided, that any transfer of direct or indirect ownership interests in TriBridge Member (other than (A) transfers to BR Member or an Affiliate of BR Member, (B) transfers among any of TBR 2015, LLC, TriBridge Equity Partners II, LLC and TriBridge Investments, LLC), or (C) transfers among any of the existing members of TBR 2015, LLC, TriBridge Equity Partners II, LLC and TriBridge Investments, LLC as of the date hereof) shall be subject to the prior written approval of Lender in Lender's sole discre...
Operational Covenants. The Borrower shall cause MDF to ensure that: (a) the Project is implemented in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with international standards.
Operational Covenants. Without the prior written consent of Shareholder, PainCare shall not, and shall not permit the Surviving Corporation to, do any of the following prior to the conclusion of the third Formula Period:
(a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates or otherwise, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits;
(b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits;
(c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; MIA 302723-6.064049.0034
(d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; provided that this Section 10.9(d) shall not be deemed to create any right to amend or terminate the Management Services Agreement;
(e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits;
(f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits. The Parties hereby acknowledge and agree that the foregoing covenants in this Section 10.9 shall be of no effect during any Formula Period if the Formula Period Profits in any t...
Operational Covenants. (a) The ASP agrees to own the Contract Facility from and after the Contract Date and to operate and maintain the Contract Facility from and after the Service Commencement Date, in each case, in accordance with the terms of this Agreement, Good Engineering and Operating Practices, and meeting all relevant requirements of the Market Rules, the Distribution System Code, the Transmission System Code, the ASP’s Connection Agreement, in each case, as applicable, and all other Applicable Laws.
(b) The ASP agrees to participate in the IESO-Administered Markets for the Term of this Agreement.
Operational Covenants the Borrower shall and shall cause each other Loan Party to carry on and conduct its business and keep, maintain and operate its assets and properties in accordance with good industry and business practice;
Operational Covenants. The Borrower shall cause Uzbekenergo to ensure that (a) the Project facilities are installed in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with best international industry practices. The Borrower shall cause Uzbekenergo to install, equip, operate, maintain and manage the Project facilities in compliance with applicable standards and best international practices.
Operational Covenants. The Company shall maintain the covenants specified in Schedule 6.34.
