Operations before Closing Sample Clauses

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 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 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. Except as otherwise contemplated or permitted by this Agreement, during the period from the Effective Date to the Time of Closing, the Vendor: (a) shall maintain the goodwill of the Corporation and of all persons having business relations with the Corporation and shall continue to operate, in consultation with the Purchaser, the Business in the ordinary course consistent with past practice, including, with the prior written consent of the Purchaser, paying and satisfying all Debts and obligations of the Corporation as such Debts and obligations mature; (b) shall not, without the prior written consent of the Purchaser, perform or make any act or decision to enter into any contract, commitment or transaction not in the ordinary course of business or which could reasonably have a Material Adverse Effect, or which could constitute a breach of the covenants, representations or warranties of the Vendor contained in this Agreement or which could cause such covenants, representations and warranties not to be true at the Time of Closing, including: (i) entering into commitments acquiring or initiating new businesses or undertakings or assuming any commitment or obligation (by written agreement or otherwise) or selling, encumbering or otherwise disposing or distributing any assets, in each case, except in the ordinary course of business consistent with past practice. For purposes hereof, a commitment, obligation or asset will be deemed to be material if, among other things, it alone has a value in excess of $25,000 or all such commitments and obligations have a value of more than $50,000 in the aggregate; (ii) entering into any employment, labour, consulting or service contracts, except in the ordinary course of business consistent with past-practice and as disclosed in the Schedules to this Agreement; (iii) terminating any employment agreements or giving notice of termination except in the ordinary course of business consistent with past practice; (iv) initiating or settling any litigation to which the Corporation may be or may become a party; (v) entering into any transaction, understanding or arrangement with any Person or Persons with whom it is not acting at arm's length; (vi) incurring any additional indebtedness, other than in the ordinary course of business, which, in the aggregate, exceeds $20,000; or (vii) except for negotiations disclosed in SCHEDULE 4.1(p)(ii), amending, revising, renewing or terminating any lease, licence, registered user or any other m...

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. (b) Except as set forth in Schedule 4.2(b) of the Company Disclosure Schedule, during the Pre-Closing Period, the Company shall not and the Company shall ensure that each of the other Acquired Corporations does not (without the prior written consent of Parent): (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or acquire, redeem or otherwise reacquire any shares of capital stock or other securities, other than pursuant to the Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment; (ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other security; (B) any option, call, warrant or right to acquire a...

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. (b) Except as set forth in Schedule 4.2(b) of the Company Disclosure Schedule, during the Pre-Closing Period, the Company shall not (without the prior written consent of Parent, which prior written consent shall not be unreasonably withheld, conditioned or delayed): (i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, split, combine or reclassify any capital stock , or acquire, redeem or otherwise reacquire any shares of capital stock or other securities, other than pursuant to the Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment; (ii) sell, issue, grant or authorize the sale, issuance, or grant of: (A) any capital stock or other security; (B) any option, call, warrant, stock appreciation, phantom stock or other right to acquire any capital stock or other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security, except that (i) the Company may issue shares of Company Common Stock pursuant to the exercise of Company Options, upon the vesting or achievement of milestones under Company Stock-Based Awards or other Company securities under the Company Equity Incentive Plans, in each case, outstanding on the Agreement Date or pursuant to the Company ESPP, and (ii) the Company may grant Company Options, Company Stock-Based Awards or other Company securities under the Company Equity Incentive Plans to any newly hired employees of the Company in the ordinary course of business in connection with their commencement of employment with the Company on or after the Agreement Date; (iii) amend or accelerate the vesting under, any provision of any of the Company Equity Incentive Plans or the Company ESPP or any provision of any agreement evidencing any outstanding stock option, restricted stock unit, or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security, except as required by applicable Legal Requirements or any Contract in existence as of...

Operations before Closing. (a) With respect to Properties not managed by Purchaser, Sellers agree that before Closing, (i) Sellers shall operate, maintain, manage and lease each Property in substantially the same manner as prior to the execution of this Agreement, (ii) Sellers will not, without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, enter into any lease agreements with tenants or modify or extend existing Leases: (a) for a term greater than two (2) years, (b) at rental rates less than those customarily charged in the past, (c) with concessions or free rent, or (d) on any form other than the particular Property's standard form, (iv) Sellers shall not enter into any new material service contract or new personal property lease without Purchaser’s written consent, which consent shall not be unreasonably withheld, other than a month to month service contract or personal property lease, each with no termination fee, and (v) Sellers shall not enter into any lease with any related party or entity without Purchaser’s prior consent, which consent shall not be unreasonably withheld. (b) With respect to the Properties managed by Purchaser, both Sellers and Purchaser agree that before Closing, (i) Sellers and Purchasers shall operate, maintain, manage and lease each Property in substantially the same manner as prior to the execution of this Agreement, (ii) neither Sellers nor Purchaser will, without the other’s prior written consent, which consent shall not be unreasonably withheld, enter into any lease agreements with tenants or modify or extend existing Leases: (a) for a term greater than two (2) years; (b) at rental rates less than those customarily charged in the past, (c) with concessions or free rent, or (d) on any form other than the particular Property's standard form, (iii) any permitted leases shall be on the particular Property's standard form, (iv) neither Sellers nor Purchaser will enter into any new material service contract or new personal property lease without the other’s written consent, which consent shall not be unreasonably withheld, other than a month to month service contract or personal property lease, each with no termination fee, and (v) neither Sellers nor Purchaser shall enter into any lease with any related party or entity without the other’s prior consent, which consent shall not be unreasonably withheld. (c) With respect to the Residential Properties, Seller and Purchaser hereby acknowledge and agree that no more than f...

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.

Operations before Closing. (a) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to (i) conduct the business and operations of the Company and its Subsidiaries in the ordinary course of business and in accordance with past practices and in material compliance with all applicable Legal Requirements; (ii) pay its Liabilities, debts and Taxes when due and pay or perform its other obligations when due, in each case subject to good faith disputes over such liabilities, debts or Taxes; and (iii) use commercially reasonable efforts consistent with past practices and policies to (unless otherwise agreed in writing by Parent) (A) preserve intact its present business organization, (B) except as contemplated by Section 5.4(a), keep available the services of the Company Employees, and (C) preserve its relationships with customers, suppliers, distributors, consultants, licensors, licensees and others with which it has business dealings. (b) Without limiting the generality of Section 4.2(a) above, except as set forth in Part 4.2(b) of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, during the Pre-Closing Period, the Company shall not (without the prior written consent of Parent (if consistent with applicable Legal Requirements), which consent shall not be unreasonably withheld, conditioned or delayed): (i) declare, accrue, set aside or pay any dividend or make any other distribution (in cash, stock or property) in respect of any shares of capital stock of the Company or a Subsidiary of the Company or acquire, redeem or otherwise reacquire any shares of capital stock or other securities, other than pursuant to the Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment; (ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other security; (B) any option, call, warrant or right to acquire any capital stock or other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that: (1) the Company may issue shares of Company Common Stock: (aa) upon the valid exercise of Company Options outstanding as of the date of this Agreement; and (bb) pursuant to the Company ESPP; and (2) the Company may, in the ordinary course of business and consistent with past practices: (x) grant Company Options or shares of restricted Company Common Stock under the Company...

Operations before Closing. As Closing will occur subsequent to the Effective Time, Seller will continue to operate the Oil & Gas Interests, or cause the Oil & Gas Interests to be operated, as appropriate, at Purchaser’s sole risk and for the account of Purchaser, from the Effective Time until Closing. In no event shall Seller have any liability to Purchaser for any Losses sustained or liabilities incurred in the conduct of such activities, except such as may result from Seller’s willful misconduct. ACCORDINGLY, WITHOUT LIMITING THE FOREGOING, PURCHASER RELEASES SELLER AND EACH MEMBER OF SELLER GROUP FROM ANY LIABILITY FOR SELLER’S OR SUCH SELLER GROUP MEMBER’S OWN NEGLIGENCE, INCLUDING SELLER’S OR SELLERS GROUP MEMBER’S SOLE, CONTRIBUTORY, OR GROSS NEGLIGENCE, IN ANY CAPACITY, OR FROM ANY LIABILITY TO PURCHASER EXISTING BY OPERATION OF STATUTE OR UNDER STRICT LIABILITY, ARISING OUT OF, CONNECTED WITH OR RELATED TO, SELLER’S OPERATION, OWNERSHIP OR CONTROL OF THE OIL AND GAS PROPERTIES UNTIL THE CLOSING DATE.