Restrictions on Operations. (a) Other than (i) its ownership of the OpCo Group and the Other Group and (ii) the HoldCo Permitted Operations (as defined below), HoldCo will have no other businesses, Assets or Liabilities except as permitted by this Section 7.03.
(b) IPCo will have no business, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.
(c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred to OpCo pursuant to Section 2.10, the operations of the Business associated with the Retained Business Assets and Retained Business Liabilities and (ii) merchant acquisition, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements).
(d) HoldCo may have operations necessary or incidental to the management of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000), which Liabilities may be incurred in transactions with or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including in connection with its micro-finance deposit taking and lending business, if any such guarantee would cause HoldCo’s Liabilities to exceed the amount referred to in clause (ii) above. The Other Group shall not be restricted in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder w...
Restrictions on Operations. Between the Execution Date and Closing, except as necessary in Unocal's opinion in emergency situations, Unocal shall not, without Buyer's consent, voluntarily incur any liability or enter into any commitment with respect to the Assets which will cost in excess of $25,000 net to Unocal with respect to an individual project; cancel any contract associated with the Assets except in the ordinary course of business; or enter into any hedging, forward sales or similar agreements with respect to production from the Assets.
Restrictions on Operations. Subject to the provisions of Section 8.6 hereof, no operations will be conducted for the drilling of any new well, the reworking or redrilling of any existing well or the making of any other capital expenditure on the Properties or the Sycamore System requiring an expenditure by the Companies in excess of $25,000 for any single project. Neither of the Companies nor Sycamore will waive any rights or enter into any new agreements or commitments other than in the ordinary course of business, abandon any well capable of commercial production (based upon prevailing economic conditions), release or abandon any of the Reserve Report Properties, or encumber, sell or otherwise dispose of any of the Reserve Report Properties other than personal property thereon which is replaced by equivalent property or consumed in the operation of such Properties in the ordinary course of business.
Restrictions on Operations. The Bank reserves the right to set minimum and maximum limits on the amount of certain operations or to prohibit the placing of orders relating to Securities Transactions in certain cases. The Professional or the Authorised User shall be informed of any such limits by all appropriate means. The Bank may allow the Professional to set limits on the amount of Cash Transactions. Such limits are valid per transfer and the Bank will incur no liability if the Authorised User exceeds these limits if transfers are split. The Professional, the Authorised Users and/or the Client may in the Annexes agree with the Bank on additional limits or restrictions regarding the use by the Professional and the Authorised Users of eKBL Pro.
Restrictions on Operations. There is no oral or written agreement executed by Parent or Merger Sub or to the Knowledge of Parent or Merger Sub, Order binding upon Parent or Merger Sub which has or reasonably could be expected to have the effect of prohibiting or materially impairing any current business practice of Parent or Merger Sub, or the conduct of business by Parent or Merger Sub.
Restrictions on Operations. (a) So long as any Obligation is outstanding and for a period of one year and one day thereafter, the Members and the Company shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises, will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Transaction Documents, and observe all procedures and provisions required by this Agreement and the laws of the State of Delaware.
(b) The Members and the Company shall cause the Company to:
(i) maintain its own records, accounts, books of account and bank accounts separate from those of any other Person and shall not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and such records, accounts, books of account and bank accounts shall reflect the separate existence of the Company;
(ii) act solely in its own name and through its duly authorized officers or agents in the conduct of its business, prepare all Company correspondence in the Company name, hold itself out as a separate entity from any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any known misunderstanding regarding its separate identity, refrain from engaging in any activity that compromises the separate legal identity of the Company, and strictly comply with all organizational formalities to maintain its separate existence;
(iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;
(iv) not commingle its assets with assets of any other Person;
(v) maintain financial statements separate from any other Person. The annual financial statements of the Company shall disclose the effects of its transactions in accordance with generally accepted accounting principles. The consolidated financial statements, if any, which consolidate the assets and earnings of any Member with those of the Company shall contain a footnote stating that the assets of any of the...
Restrictions on Operations. Licensee's Dental Office may not be used for any purpose other than the operation of dental service related businesses. Licensee shall not provide any nondental related services at the Dental Office that are not otherwise approved by DCA in its sole and absolute discretion.
Restrictions on Operations. Subject to the provisions of Section 7.5 hereof, except with Buyer's prior written consent no operations will be conducted for the drilling of any new well, the reworking or redrilling of any existing well or the making of any other capital expenditure on the Properties requiring an expenditure by Seller in excess of $20,000 for any single project. Insofar as any of the following described actions would affect the Interests, Seller will not waive any rights or enter into any new agreements or commitments other than in the ordinary course of business, abandon any well capable of commercial production (based upon prevailing economic conditions), release or abandon any Properties, or encumber, sell or otherwise dispose of any of the Properties other than personal property thereon which is replaced by equivalent property or consumed in the operation of such Properties in the ordinary course of business.
Restrictions on Operations. You may not operate your Store at any site other than the Premises without our prior written consent. In addition, you may only offer and sell finished Pretzel Time Products that have been approved for sale, as provided in Section 2.1(b), over the counter to retail customers from your Store, and may not sell approved Pretzel Time Products or any materials, supplies, or inventory bearing the Marks at any other location or through any alternative channel of distribution without our prior written consent. Alternative channels of distribution shall include the operation of a food cart or kiosk, sales through the Internet (or any other form of electronic commerce), mail order and telephone sales. Notwithstanding the above restrictions, you may offer and sell approved Pretzel Time Products as part of off-site catering events and offer samples of approved Pretzel Time Products at or directly in front of your Store. You may not sell to anyone any materials, supplies, or inventory used in the preparation of any Pretzel Time Products. Further, you may not sell any Pretzel Time Products to any person or entity purchasing the Pretzel Time Products for resale.
Restrictions on Operations. During the Restricted Period, the Purchaser will not, on its own behalf or on behalf of any Person, directly or indirectly, alone or with any Person, operate, or permit any Person (including the Companies) to operate, the Paper Mill or any of the Paper Machines for the purpose of producing newsprint or printing and writing paper. Further, during the Restricted Period, the Purchaser shall include a similar restricted operations covenant in any agreement with respect to the Paper Mill or any of the Paper Machines (including any agreement with any Person who acquires Control of Bowater Mersey, or acquires all or substantially all of the assets of the Paper Mill or any of the Paper Machines) and shall give prior written notice to the Vendors of any proposed transaction involving the acquisition of the Control of Bowater Mersey, or involving the sale of all or substantially all the assets of the Paper Mill or the sale of any of the Paper Machines. The Purchaser acknowledges and agrees that (i) the covenants in this Section are reasonable and valid in all respects and it has received good and valuable consideration therefor (the receipt and sufficiency of which is hereby separately acknowledged) and irrevocably waives (and irrevocably agrees not to raise) as a defence any issue of reasonableness in any proceeding to enforce any provision of this Section, and (ii) in the event of a breach of this Section, the Vendors’ remedy in form of monetary damages may be inadequate and therefore, the Vendors shall be entitled, in addition to all other rights and remedies available to it, to apply to a court of competent jurisdiction for interim and permanent injunctive relief.
