Operations During Interim Period Sample Clauses

Operations During Interim Period. Except: (w) as expressly set forth in Schedule 9.1; (x) for the operations covered by the AFEs and other capital commitments described in Schedule 7.12; (y) as expressly set forth in the 2014 Work Program and Budget; and (z) as expressly contemplated by this Agreement or expressly consented to in writing by Buyer (which consent shall not be unreasonably delayed, withheld or conditioned): (a) Seller agrees that from and after the Execution Date until Closing, Seller will: (i) maintain and operate, or cause its Affiliates to maintain and operate, the Subject Oil and Gas Assets in a good and workmanlike manner, in the ordinary course of business and in accordance with all Applicable Contracts and Laws in all material respects and, except as set forth on Schedule 9.1, consistent with past practices; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Subject Oil and Gas Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person and GAAP; (iii) use commercially reasonable efforts to maintain in full force and effect all Leases; (iv) maintain insurance coverage on the Subject Oil and Gas Assets in amounts and types substantially similar to those currently in force; (v) maintain all material Permits (including Environmental Permits) and other approvals affecting the Subject Oil and Gas Assets; and (vi) give prompt written notice to Buyer of any written notice: (A) received from any Third Party regarding spills, other environmental contamination or remediation obligations relating to the Conveyed Interests; and (B) of any material claim asserting any breach of Contract, tort or violation of Law or any investigation, suit, action or litigation by or before any Governmental Authority, that in each case has been received by Seller and relates to the Conveyed Interests. (b) Seller agrees that from and after the Execution Date until the Closing Date, Seller will not: (i) commit to any operation or series of operations relating to the Subject Oil and Gas Assets in a manner that is inconsistent with the 2014 Work Program and Budget or any AFE set forth in Schedule 7.12 or that could reasonably be anticipated to require expenditures by Seller in excess of the amounts set forth in the 2014 Work Program and Budget or any AFE set forth in Schedule 7.12; (ii) except upon prior written notice to Buyer, and except for the Gathering and Purchase Contracts, enter into an Ap...
Sample 1
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Operations During Interim Period. During the Interim Period Seller, in its sole discretion, shall use, operate and maintain the Assets in substantially the same manner in which they have been used, operated and maintained prior to the Effective Date. In addition, to the extent Seller is permitted to do so under the Asset Documents and applicable confidentiality obligations, and to the extent that the following are reasonably within Seller’s control, Seller shall to do the following: (A) Keep Buyer informed of all material acts, matters and things relating to the Assets. (B) Not commit to any operation reasonably anticipated by Seller to require future capital expenditures by the owner of the Assets, for its proportionate share, in excess of US$50,000 without prior written consent of Buyer. In the event that an Authority for Expenditure (“AFE”) in excess of US$50,000 (for Seller’s proportionate share) is proposed or contemplated, Seller shall provide such AFE proposal to Buyer for Buyer’s election, with Seller’s recommendation. Buyer will independently evaluate any required AFE election and shall assume the cost and risk of any consequences resulting from Buyer’s election to participate or Buyer’s election to not participate in or not approve an operation. In the event that Buyer fails to communicate its election decision to Seller’s designated AFE Chevron U.S.A. Inc./ ASPA GUG Asset Sale and Purchase Agreement Dom Ltr (Rev4 May 2009)) representative 48 hours prior to the AFE deadline (or 24 hours in the case of a 48-hour AFE), Buyer shall be deemed to have concurred with Seller’s recommendation. For the purposes of this Section 10.2 (B), electronic mail communication and facsimile notice to Buyer’s and Seller’s designated AFE recipients shall be permitted. Seller’s Designated AFE recipient: Xxxx Xxxxxxx 000-000-0000 Buyer’s Designated AFE recipient: (C) Give Buyer, or any Person properly authorized by Buyer, reasonable access to all Data reasonably requested by Buyer, upon at least two Business Days’ prior written notice, subject to all of the following: (1) Such information relates to the Assets or all material operations carried out in respect of the Assets. (2) Reasonable access means access between the hours of 9:00 a.m. and 5:00 p.m. on any Business Day. (D) Not sell, transfer, assign or encumber any of the Assets in any manner that would have a material adverse affect on the Assets, or agree to do the same, without Buyer’s prior written consent, except in respect of Permitted Encumbr...
Sample 1
Operations During Interim Period. 31 5.3 Consents to Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 5.4
Sample 1
Operations During Interim Period. During the Interim Period, the Vendor shall cause the Company and the Subsidiary: (a) to carry on the Business in the ordinary and normal course; (b) not to enter into any material Contracts or Contracts outside of the ordinary course of business without the prior written approval of the Purchaser; (c) to maintain compensation payable, or to become payable, by the Company, or the Subsidiary, to any Employee, or agent of the Company, or the Subsidiary, at the levels on the date of this Agreement except for wage and salary raises in the ordinary course of business; (e) to refrain from making any changes to the Employee Plans or Pension Plans, including without limitation changes to funding levels; and (f) to refrain from opening any new bank accounts or from changing the signing authorities in respect of their existing bank accounts.
Sample 1
Operations During Interim Period. (a) TSE agrees that, from the date of this Agreement through the Merger Date, TSE shall, except as otherwise specifically provided in this Agreement (including the Administrative Transition/Staff Plan attached as Exhibit F), continue to operate in its customary, usual and ordinary course and will use reasonable best efforts to preserve its assets and meet its ongoing obligations. (b) TRT agrees that, from the date of this Agreement through the Merger Date, TRT shall, except as otherwise specifically provided in this Agreement, continue to operate in its customary, usual and ordinary course and will use reasonable best efforts to preserve its assets and meet its ongoing obligations. (c) All existing and any newly formed TSE committees will continue operating business as usual during the Interim Period and Transition Periods, subject to the oversight of the TSE Board. This includes pursuing initiatives customarily supported by Reform Jewish congregations. (d) TRT Heritage Members are encouraged to join and participate in any TSE committee during the Interim Period and will receive voting rights in these committees beginning on the Merger Date. During the Interim Period, the TSE President will reach out to each committee and discuss active members who would be potential candidates to chair the committee. The TSE President will appoint the committee chair or co-chairs, and will be encouraged to select co-chairs comprised of a TRT Heritage Member as well as a TSE Member, if deemed appropriate. Each committee will work amongst themselves to develop their initiatives and schedule their calendars and events. Each committee will continue to report to the TSE Board. In addition, each committee will work closely with their ex officio, who is their representative to the TSE Board and who is assigned by the TSE President. (e) Any TSE committee that has TSE Board representation, which includes Sisterhood, Men’s Club and Senior Youth, will have TSE Board representation from a TSE member who is not a TRT Heritage Member only until the end of the Transition Period. After this period, the committee will vote for their chairs and decide who sits on the TSE Board. (f) At the end of the Interim Period, immediately prior to the Merger Date, TRT shall terminate the employment of remaining non-contractual employees of TRT (with the sole exception of Xxxxx Xxxxxxxx) and shall fulfill all of its financial obligations to such employees, including any severance payments. TSE will emp...
Sample 1
Operations During Interim Period. During the period between the Signing Date and the Closing Time, except as specifically contemplated in this Agreement, Vendor shall: (a) permit BGSA to carry on its business in the ordinary and usual course and on a basis consistent with the practices of BGSA in prior years; and (b) cause BGSA to exercise its rights under the Joint Venture Agreement to cause the Joint Venture to carry on the Business in the ordinary and usual course and on a basis consistent with the revised plan under which the Joint Venture has operated since June 2006, as such revised plan may be further revised to reflect changing circumstances, and, as of January 1, 2007, on a basis consistent with the Budget (as such term is defined in the Joint Venture Agreement) for 2007, provided that Purchaser shall not unreasonably withhold its consent to any action taken by BGSA in response to events or circumstances relating to the Joint Venture arising prior to the Closing Time.
Sample 1
Operations During Interim Period. During the Interim Period, the Vendor shall cause INM: (a) to carry on the Business in the ordinary and normal course; and (b) not to enter into any material Contracts or Contracts outside of the ordinary course of Business without the prior written approval of the Purchaser.
Sample 1
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Related to Operations During Interim Period

  • Withdrawals during Concession Period 27.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) all payments relating to construction of the Project, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; (c) O&M Expenses, subject to the ceiling, if any, set forth in the Financing Agreements; (d) O&M Expenses and other costs and expenses incurred by the Authority in accordance with the provisions of this Agreement, and certified by the Authority as due and payable to it; (e) Concession Fee or Annual Concession Fee, as the case may be, due and payable to the Authority; (f) monthly proportionate provision of Debt Service due in an Accounting Year; (g) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (h) monthly proportionate provision of debt service payments due in an Accounting Year in respect of Subordinated Debt; (i) any reserve requirements set forth in the Financing Agreements; and (j) balance, if any, in accordance with the instructions of the Concessionaire. 27.3.2 The Concessionaire shall not in any manner modify the order of payment specified in Clause 27.3.1, except with the prior written approval of the Authority.

  • Allocations During the Revolving Period During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Seller Interest and pay or deposit from the Collection Account the following amounts as set forth below: (i) Allocate to the Investor Certificateholders the product of (y) the Investor Percentage on the Date of Processing of such Collections and (z) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing, and of that allocation, deposit in the Finance Charge Account an amount equal to either (I) (A) prior to the date on which the amount of Monthly Interest with respect to the related Interest Period is determined by the Servicer, an amount equal to the product of (1) the Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing, and (B) at all other times, the difference between (1) the Monthly Interest with respect to the immediately following Transfer Date (plus, if the Seller is not the Servicer, the Certificateholder Servicing Fee for such Transfer Date plus the amount of any Certificateholder Servicing Fee due but not paid to the Servicer on any prior Transfer Date) and (2) the amounts previously deposited in the Finance Charge Account with respect to the current Monthly Period pursuant to this subsection 4.05(a)(i) or (II) the amount of Collections of Finance Charge Receivables allocated to the Investor Certificateholders on such Date of Processing pursuant to this subsection 4.05(a)(i); provided, that if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any Date of Processing, on the related Transfer Date, the Servicer shall withdraw from the Collection Account and deposit into the Finance Charge Account an amount equal to the amount of Collections of Finance Charge Receivables that have been allocated to the Investor Certificateholders during the related Monthly Period but not previously deposited in the Finance Charge Account. Funds deposited into the Finance Charge Account pursuant to this subsection 4.05(a)(i) shall be applied in accordance with Section 4.09. (ii) Deposit into the Principal Account an amount equal to the product of (A) the Collateral Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12 and then in accordance with subsection 4.09(d). (iii) Deposit into the Principal Account an amount equal to the product of (A) the Class B Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12 and then in accordance with subsection 4.09(d). (iv) (A) Deposit into the Principal Account an amount equal to the product of (1) the Class A Investor Allocation on the Date of Processing of such Collections, (2) the Investor Percentage on the Date of Processing of such Collections and (3) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing; provided, however, that the amount deposited into the Principal Account pursuant to this subsection 4.05(a)(iv)(A) shall not exceed the Daily Principal Shortfall, and (B) pay to the Holder of the Seller Interest an amount equal to the excess, if any, identified in the proviso to clause (A) above; provided, however, that the amount to be paid to the Holder of the Seller Interest pursuant to this subsection 4.05(a)(iv)(B) with respect to any Date of Processing shall be paid to the Holder of the Seller Interest if, and only to the extent that, the Seller Interest on such Date of Processing is equal to or greater than the Minimum Seller Interest (after giving effect to the inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection 4.05(e). (b)

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Maintenance during Construction Period (i) During the Construction Period, the Contractor shall maintain, at its cost, the existing lane(s) of the Project Highway so that the traffic worthiness and safety thereof are at no time materially inferior as compared to their condition on Appointed Date, and shall undertake the necessary repair and maintenance works for this purpose; provided that the Contractor may, at its cost, interrupt and divert the flow of traffic if such interruption and diversion is necessary for the efficient progress of Works and conforms to Good Industry Practice; provided further that such interruption and diversion shall be undertaken by the Contractor only with the prior written approval of the Authority’s Engineer which approval shall not be unreasonably withheld. For the avoidance of doubt, it is agreed that the Contractor shall at all times be responsible for ensuring safe operation of the Project Highway. It is further agreed that in the event the Project includes construction of a bypass or tunnel and realignment of the existing carriageway, the Contractor shall maintain the existing highway in such sections until the new Works are open to traffic. (ii) Notwithstanding anything to the contrary contained in this Agreement, in the event of default by the Contractor in discharging the obligations specified in Clause 10.4 (i) above, the Authority shall get these maintenance works completed in the manner recommended by the Authority’s Engineer to avoid public inconvenience at the risk and cost of the Contractor in order to keep the road in traffic worthy condition.

  • Partial Disposal During Term of Service Agreement Throughout the Term of the Service Agreement, LEA may request partial disposal of Student Data obtained under the Service Agreement that is no longer needed. Partial disposal of data shall be subject to LEA’s request to transfer data to a separate account, pursuant to Article II, section 3, above.

  • Refund During Cooling-Off Period The PEI will provide the Student with a cooling-off period of seven (7) working days after the date that the Contract has been signed by both parties. The Student will be refunded the highest percentage (stated in Schedule D) of the fees already paid if the Student submits a written notice of withdrawal to the PEI within the cooling-off period, regardless of whether the Student has started the course or not.

  • Time off during notice period During the period of notice of termination given by the employer, an employee shall be allowed up to one day's time off without loss of pay for the purpose of seeking other employment. This time off shall be taken at times that are convenient to the employee after consultation with the employer.

  • Distributions During Lifetime (a) Notwithstanding any provision of this Agreement to the contrary, the distribution of the Participant’s interest in the Custodial Account shall be made in accordance with the requirements of Code Section 408(a)(6) and the regulations thereunder, the provisions of which are herein incorporated by reference. If distributions are made from an annuity contract purchased from an insurance company, distributions thereunder must satisfy the requirements of Q&A-4 of Section 1.401(a)(9)-6 of the Income Tax Regulations, rather than paragraphs (b), (c) and (d) below and Section 5.

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