Operations by Seller. (a) From and after the date hereof until the Closing, Seller shall use its commercially reasonable efforts to cause the Xxxxxx Creek Mine Operations to be conducted only in the Ordinary Course of Business, except:
(i) for actions approved by Buyer in writing (which approval shall not be unreasonably withheld, conditioned or delayed),
(ii) as required by Applicable Law,
(iii) as set forth in Schedule 6.1(a), or
(iv) otherwise permitted by a written agreement with Buyer, including this Agreement.
(b) From and after the date hereof, Seller shall not accumulate or stockpile coal inventory in excess of an amount reasonably anticipated to be necessary to satisfy obligations under written coal supply agreements of the Seller.
(c) Seller will cooperate prior to the Closing in orienting Buyer’s personnel to the Xxxxxx Creek Mine Operations and its equipment and facilities.
(d) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of:
(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Article VII to be satisfied;
(ii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) any written notice or other written communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and
(iv) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller, the Xxxxxx Creek Mine Operations that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.5 or that challenges the validity or enforceability of this Agreement; and
(v) Buyer’s receipt of information pursuant to this Section 6.1(d) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Article X) and shall not be deemed to amend or supplement the Schedules of this Agreement.
(e) Notwithstanding the foregoing, Seller may remove any items included in the Excluded Assets. Seller will have 30 Business Days after the Closing Date to disma...
Operations by Seller. Seller shall operate the Interests until the closing at which time the operations will be turned over to and become the responsibility of Buyer. The risk of casualty loss relating to the Interests shall pass from Seller to Buyer on the Closing Date. 23.
Operations by Seller. If SELLER is operator of the Property, SELLER shall continue to operate the Property during the period between the Effective Date and 7:00 a.m., local time where the Property is located, on the first day of the month following the month in which Closing occurs, or such later date to which SELLER and BUYER agree in writing ("Interim Period"), but SELLER has no obligation to operate the Property after the Interim Period. SELLER shall operate the Property during the Interim Period in a prudent manner consistent with generally accepted industry practices and standards, applicable laws and regulations, and all applicable lease and other agreement terms. SELLER is entitled to retain any overhead payments received and attributable to operations during the Interim Period. SELLER makes no representation or warranty that BUYER will become operator of any portion of the Property, as that matter is controlled by the applicable operating agreements and governmental regulatory requirements.
Operations by Seller. Seller will operate the Properties until ---------------------- Closing.
Operations by Seller. Sellers shall continue to operate that portion of the Interests for which Sellers are the operator during the period between the Effective Date and 7:00 a.m., local time where the Interests are located, on the first day of the month following the month in which Closing occurs, or such other date as Sellers and Buyer may agree in writing or may be required by the applicable operating agreement (the “Interim Period”). However, Sellers will have no obligation to operate any portion of the Interests after the Interim Period except as provided for in Section 10.4 of this Agreement. Sellers shall operate the Interests during the Interim Period in a prudent manner consistent with generally accepted industry practices and standards, applicable laws and regulations, and all applicable lease and operating agreements and other applicable agreements. Transfer of operations for the Interests is controlled by the applicable operating agreements and governmental regulatory requirements. Sellers shall use their good faith efforts to assist Buyer in becoming operator of those Interests currently operated by Sellers but shall in no event be required to expend funds in connection therewith.
Operations by Seller. Seller will operate the Seller-operated Properties until the later of Closing, the Effective Time, the time required to receive MMS or other governmental approval, or the time the applicable operating agreement or plan of unitization may require. Seller makes no representation that Buyer will be elected or appointed Operator of any property included within the Properties.
Operations by Seller. Seller will operate the Seller-operated Properties until Closing, provided that upon written request from Buyer at least ten (10) days prior to Closing, Seller will continue to operate the Seller-operated Properties for up to an additional thirty (30) days after Closing, in which case Buyer shall compensate Seller therefor on the same basis as set forth in Paragraph 13.b) ii) hereof. Such operation of the Properties by Seller on behalf of Buyer shall constitute Buyer’s use, occupation, operation, and/or maintenance of the Properties for purposes of Paragraph 21. c) hereof, and accordingly BUYER SHALL INDEMNIFY AND HOLD THE SELLER GROUP HARMLESS AS SET FORTH IN PARAGRAPH 21.c) FOR ANY AND ALL CLAIMS FOR PERSONAL INJURY, DEATH OR DAMAGE TO PROPERTY OR TO THE ENVIRONMENT, OR FOR ANY OTHER RELIEF, CLAIMS, OR CAUSES OF ACTION ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, SELLER’S OPERATION OF THE PROPERTIES, INCLUDING ANY SUCH LIABILITIES THAT ARE ALLEGED TO HAVE RESULTED FROM THE NEGLIGENCE OR STRICT LIABILITY OF ANY MEMBER OF THE SELLER GROUP. Seller makes no representation that Buyer will be elected or appointed operator of any property included within the Properties.
Operations by Seller. Seller shall continue to operate that portion of the Interests for which Seller is the operator during the period between the Effective Date and 7:00 a.m., local time where the Interests are located, on the Closing Date, or such other date as Seller and Buyer may agree in writing or may be required by the applicable operating agreement (the AInterim Period@). However, Seller will have no obligation to operate any portion of the Interests after the Interim Period. Seller shall operate the Interests during the Interim Period in a prudent manner consistent with generally accepted industry practices and standards, applicable laws and regulations, and all applicable lease and operating agreements and other applicable agreements. Transfer of operations for the Interests is controlled by the applicable operating agreements and governmental regulatory requirements. Seller shall use its good faith efforts to assist Buyer in becoming operator of those Interests currently operated by Seller but shall in no event be required to expend funds in connection therewith.
Operations by Seller. Seller and Buyer recognize that no production of coal is or will be conducted by Seller on the Coal Leases prior to the Closing Date. The following provisions shall govern any activities conducted on or related to the Purchased Assets after the Effective Date and prior to the Closing Date:
(a) Seller will, or cause its contractor to, maintain the Purchased Assets in compliance with regulatory, local land use, and environmental protection requirements.
(b) Seller will, subject to Section 5.3, cooperate prior to the Closing in orienting Buyer’s personnel to the Purchased Assets.
(c) Subject to the reimbursement provision under Section 8.3(c), Seller shall pay or otherwise satisfy in the ordinary course of its business all liabilities and obligations associated with or related to the Purchased Assets.
Operations by Seller
