Operations before Closing. Except (i) as expressly provided in this Agreement, (ii) as set forth in Schedule 6.1, (iii) for any actions required to be taken by the Companies pursuant to Law or (iv) for any actions required to be taken by the Companies pursuant to any Contracts binding upon the Companies or the Company Assets as of the date hereof (other than any contract which was not provided to Buyer prior to the date of this Agreement), during the period from the date hereof until the Closing Date, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause the Companies to, in all material respects, (A) operate in the Ordinary Course and (B) use commercially reasonable efforts to preserve intact its business, the Company Assets and Permits, preserve its workforce intact as such workforce exists on the date of this Agreement, maintain insurance coverage on the Company Assets in the amounts and types currently in force or, upon renewal thereof, in similar amounts and types to the extent then available on commercially reasonable terms and prices and preserve its relationships with its key customers and suppliers and other Persons with which it has business dealings. Each Company shall promptly notify Buyer after that Company receives notice of a material proposed operation under a Unit Operating Agreement. Each Company shall participate as a leasehold cost-bearing Working Interest owner with all of its right, title and interest under each such proposal unless Seller requests, and Buyer consents in writing to, any non-consent election pursuant to Section 6.22.
Operations before Closing. Except as provided in this Agreement, during the period from and including the date hereof until and including the Closing Date (the “Restricted Period”), without the prior written consent of Buyer, Seller shall cause the Company to, in all material respects, (i) operate the Company Assets in the ordinary course and in a manner substantially consistent with the interim operations plan as set forth in Exhibit E (the “Interim Operations Plan”) and (ii) use reasonable efforts to preserve intact its business and the Company Assets, consistent with available resources (including financial resources), (iii) use commercially reasonable efforts to operate its business and maintain the Company Assets in accordance with all Laws, including Environmental Laws (including Environmental Permits), currently in effect, or as may be amended or come into effect prior to the Closing, (iv) use commercially reasonable efforts to preserve their existing beneficial relationships with agents, vendors, lessors, contractors, suppliers and customers, (v) promptly notify Buyer of any material emergency or other material change in or affecting the Company’s business or the Company Assets, including any material Claim asserted or material Proceeding initiated against Seller with respect to the business of the Company or the Interests or against the Company, and (vi) use its reasonable best efforts to maintain insurance coverage on the Company Assets in the amounts and of the types currently in force.
Operations before Closing. (a) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to conduct its business and operations in the ordinary course (including without limitation, the collection of accounts receivable and payment of accounts payable in the ordinary course) and in material compliance with all applicable Legal Requirements.
Operations before Closing. Except as provided in this Agreement, during the period from and including the Effective Date until the Closing Date (the “Interim Period”), Seller shall, in all material respects: (i) operate or cause its Affiliates to operate the Assets in the ordinary course and in a manner substantially consistent with past practices; (ii) use commercially reasonable efforts to preserve or cause its Affiliates to preserve intact the Assets in a manner consistent with past practices, except for fire or other casualty; (iii) use commercially reasonable efforts to operate its business and maintain the Assets in accordance with all applicable laws; and (iv) use commercially reasonable efforts to manage its relationships with agents, vendors, lessors, contractors, suppliers, and customers in a manner which would reasonably be expected to result in operations of the Assets by Seller and its Affiliates in the ordinary course and in a manner substantially consistent with past practices. During the period following the Effective Date and until Closing, upon Seller’s Knowledge thereof, Seller shall promptly notify Buyer of any events or circumstances which would cause any of Seller’s Warranties to be untrue or inaccurate in any material respect.
Operations before Closing. Except as provided in this Agreement, during the period from and including the Effective Date until the earlier of the Closing Date and the termination of this Agreement (the “Interim Period”), Seller shall, or shall cause its Affiliates to, in all material respects: (i) operate the Assets in the ordinary course and in a manner substantially consistent with past practices; (ii) use commercially reasonable efforts to preserve intact the Assets in a manner consistent with past practices; (iii) use commercially reasonable efforts to operate and maintain the Assets in accordance with all applicable laws; and (iv) use commercially reasonable efforts to manage its relationships with agents, vendors, lessors, contractors, suppliers, and customers in a manner which would reasonably be expected to result in the operation of the Assets by Seller and its Affiliates in the ordinary course and in a manner substantially consistent with past practices. During the Interim Period, upon Seller’s Knowledge thereof, Seller shall promptly notify Buyer of any events or circumstances which would cause any of Seller’s Warranties to be untrue or inaccurate in any material respect.
Operations before Closing. (a) During the Pre-Closing Period: (i) the Company shall conduct and cause each of the other Acquired Corporations to conduct its business and operations in the ordinary course and in compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Company Significant Contracts (including renewal of the Acquired Corporations’ Flammable and Combustible Liquid Storage License); (ii) the Company shall use its commercially reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the respective Acquired Corporations; (iii) the Company shall use commercially reasonable efforts to keep in full force all insurance policies referred to in Section 2.18 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other overt communication of which the Company has knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the knowledge of the Company, threatened against, relating to, involving or otherwise affecting any of the Acquired Corporations that relates to the consummation of the Merger or any of the other Contemplated Transactions.
Operations before Closing. For greater certainty and ------------------------- without limitation, without the prior written consent of ECO during the period commencing on the Reference Date and terminating at the close of business on the Closing Date, the Shareholders; (i) shall not make nor shall the Shareholders permit to be made any material change in the way the Target Company is being operated; and (ii) shall comply with all laws in connection with the business of the Target Company.
Operations before Closing. Except as otherwise contemplated or permitted by this Agreement, during the period from the Effective Date to the Time of Closing, the Vendor:
Operations before Closing. Prior to Closing (as defined in Section 9(a)), Seller hereby agrees to maintain all of the Property in its present condition, operate the Property in a careful and prudent manner and comply with all laws, rules and regulations until the time of Closing. Seller shall pay premiums on, and shall not cancel or voluntarily allow to expire, any of Seller's insurance policies unless such policy is replaced, without any lapse of coverage, by another policy or policies providing coverage at least as extensive as the policy or policies being replaced. Seller shall not enter into any lease agreement with respect to the Property.
Operations before Closing. Prior to Closing (as hereinafter defined), Seller shall operate, maintain, manage and lease the Property in the same manner as existed prior to the execution of this Contract.
