Preservation of Purchased Assets. Seller shall take all actions necessary or, in the opinion of Purchaser, desirable, to preserve the Purchased Assets so that they remain subject to a first priority perfected security interest hereunder and deliver evidence that such actions have been taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC1. Without limiting the foregoing, Seller will comply with all applicable laws, rules, regulations and other laws of any Governmental Authority applicable to Seller relating to the Purchased Assets and cause the Purchased Assets to comply with all applicable laws, rules, regulations and other laws of any such Governmental Authority. Seller will not allow any default to occur for which Seller is responsible under any Purchased Assets or any Program Documents and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the Program Documents.
Preservation of Purchased Assets. (a) Except as otherwise provided in this Section 4.2, after the Effective Date and prior to Closing, Sellers shall (i) preserve and maintain the Purchased Assets in accordance with Good Operating Practices and (ii) purchase and maintain insurance insuring against physical loss or damage to the Purchased Assets consistent with Sellers’ prior practice.
(b) Except as set forth on Schedule 4.2, after the Effective Date and prior to Closing, the Sellers shall not, without the written consent of Purchaser: (i) dispose of or assign (other than in the ordinary course of the Business consistent with Sellers’ past practice), or incur or permit to exist any Lien (other than a Permitted Lien) on, any of the Purchased Assets; (ii) enter into, amend, modify, terminate, grant any waiver of any term under or give any consent with respect to any Easement, any Permitted Lien, any Assumed Agreement, or any new contract or any Permit related to the Facility; (iii) permit to lapse any rights to any Facility Intellectual Property; (iv) amend the Rockingham certificate of formation or operating agreement in any way that would have an adverse effect on the transactions contemplated by this Agreement; (v) issue any new limited liability company interests in Rockingham or grant any options or other rights to acquire such interests, including any securities convertible into such interests; (vi) take any action that adversely alters the FERC or NCUC regulatory status of Rockingham, the Site or the Facility; (vii) except in the ordinary course of the Business and consistent with Sellers’ past practice, enter into or amend any employment, severance, change in control, retention, consulting, termination or other compensation-related agreement or arrangement with or with respect to the Employees; or (viii) enter into any agreement to do or engage in any of the foregoing within the scope permitted by this Section 4.2(b); provided, however, that with respect to clause (ii) above, (A) Purchaser’s consent shall be deemed to have been given to Sellers in the event Purchaser shall not have responded within ten (10) Business Days of Seller’s written request for such consent (which consent shall be provided by Sellers to the addresses shown on Schedule 4.2(b)), and (B) the consent of Purchaser shall not be required in connection with any amendment, modification, termination, or waiver of, consent to, or obtaining of, any Permit related to the Facility (1) in emergency situations in which Sellers...
Preservation of Purchased Assets. Seller shall do all things necessary to preserve the Purchased Assets so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller will comply with all applicable laws, rules, regulations and other laws of any Governmental Authority applicable to Seller relating to the Purchased Assets and cause the Purchased Assets to comply with all applicable laws, rules, regulations and other laws of any such Governmental Authority. Seller will not allow any default to occur for which Seller is responsible under any Purchased Assets or any Program Documents and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the Program Documents.
Preservation of Purchased Assets. Seller shall take all actions necessary to preserve the Purchased Assets so that they remain subject to a first priority perfected security interest hereunder and deliver evidence that such actions have been taken, including, without limitation, cooperating with Purchasers in obtaining duly executed and filed Uniform Commercial Code financing statements on Form UCC1. Without limiting the foregoing, Seller will comply with all applicable laws, rules, regulations and other laws of any Governmental Authority applicable to Seller relating to the Purchased Assets and cause the Purchased Assets to comply with all applicable laws, rules, regulations and other laws of any such Governmental Authority. Seller will not allow any default to occur for which Seller is responsible under any Purchased Assets or any Program Documents and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the Program Documents.
Preservation of Purchased Assets. Seller shall do all things necessary to preserve the Purchased Assets and the other Collateral so that they remain subject to a first priority perfected security interest of Buyer hereunder; provided that any such security interest shall be junior in priority to, or pari passu with, any Liens granted to the senior lender(s) of the Allocated Underlying Debt. Without limiting the foregoing, Seller will cause the Purchased Assets and the related Collateral to comply with all applicable rules, regulations and other laws. Notwithstanding the assignment of the Mortgage Asset File with respect to each Purchased Asset to Buyer, Seller agrees and covenants with Buyer to enforce diligently on Seller's behalf Seller's rights and remedies set forth in the documents constituting the Mortgage Asset File. Neither Seller nor Servicer will allow any default for which it is responsible to occur under any Purchased Assets or the related Collateral or any Facility Agreement and each of them shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the related Collateral and any Facility Agreement.
Preservation of Purchased Assets. During the period commencing on the Execution Date and continuing until the earlier of the Closing Date or the termination of this Agreement, except as Cardurion shall otherwise agree in writing, Imara shall use commercially reasonable efforts to: (a) preserve intact the Purchased Assets, the Licensed Patent Rights and the Licensed Know-How free and clear of all Encumbrances; (b) maintain and preserve the Inventory; (c) maintain in effect and comply with the terms of the Amended License Agreement; (d) maintain all Regulatory Filings and Permits required for the ownership and use of the Purchased Assets; (e) comply in all material respects with all Laws applicable to the ownership and use by Imara and its Affiliates of the Purchased Assets; and (f) continue to prosecute any patent rights that Imara has the right or obligation to prosecute under the Amended License Agreement.
Preservation of Purchased Assets. 23 Notification. 23 Tax Matters. 24 Access to Information. 25 Spare Parts Inventory. 25 PE Pension Plan. 25 Article V CONDITIONS TO CLOSING26 Purchaser’s Conditions Precedent. 26 Seller’s Conditions Precedent. 28 Article VI TERMINATION30
Preservation of Purchased Assets. After the Effective Date and prior to Closing, (i) Seller shall preserve and maintain those of the Purchased Assets described in Sections 2.1.1(c) and (f); and (ii) Seller shall fulfill its obligations under the Plants Agreements in the usual and ordinary course of business.
Preservation of Purchased Assets. (a) After the Effective Date and prior to Closing, Seller shall (i) preserve and maintain the Purchased Assets; and (ii) fulfill its obligations under the Catawba Agreements in the usual and ordinary course of business.
(b) After the Effective Date and prior to Closing, Seller shall not, without the written consent of Purchaser: (i) distribute, dispose of, sell, lease, transfer, pledge, assign or encumber, or incur or permit to exist any Lien (other than a Permitted Lien) on, any of the Purchased Assets; (ii) amend its certificate of incorporation or bylaws; (iii) take any action that alters the regulatory status of Seller; (iv) take any other action or fail to take any action that adversely affects the Purchased Assets or impairs the ability of the Parties to consummate the transactions contemplated by this Agreement; or (v) enter into any agreement to do or engage in any of the foregoing.
Preservation of Purchased Assets. 8 5.02. Access to Information..............................................8 5.03.
