Petroglyph Interim Operations Clause Samples

Petroglyph Interim Operations. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, Petroglyph shall (except to the extent that IIIX shall otherwise have previously consented in writing) carry on its business and the business of its Subsidiaries in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, pay, to the extent it is able, its debts and taxes when due (unless debts and taxes are subject to a dispute that Petroglyph is reasonably and actively seeking to resolve), pay or perform, to the extent it is able, other obligations when due (unless such obligations are the subject of a dispute that Petroglyph is actively seeking to resolve) and, to the extent consistent with such businesses, use its reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees, to maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for Petroglyph or any of its Subsidiaries to carry on its business and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving Petroglyph's goodwill and ongoing business at the Effective Time, and shall refrain from taking such action that would cause any of the conditions contained in Article V hereof not to be satisfied; provided, however, that the parties hereby acknowledge that Petroglyph currently has a negative net cash working capital position of approximately $2 million. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof until the Effective Time, without the prior written consent of IIIX, Petroglyph shall not, nor shall it permit any Subsidiary to: (a) acquire or dispose of (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, other than (i) pursuant to agreements that are in effect as of the date hereof and that have been disclosed to IIIX in writing prior to the date hereof, (ii) assets used in the ordinary course of business, including sales of oil and gas products, in a manner that is consistent with past practice or (iii) approved by the Petro...