SPECIAL INTERIM PERIOD OPERATIONS Sample Clauses

SPECIAL INTERIM PERIOD OPERATIONS. For new operations (those which have not yet commenced and are not a logical continuation to or part of an operation, or series of operations, previously approved by Seller and commenced by the operator on or before the date hereof, such as the completion or plugging and abandonment of a well drilling prior to the date hereof) affecting the Subject Properties proposed by third parties during the period between the date of this Agreement and the Effective Time which operations are the type of operation for which Seller has the opportunity to elect whether or not it will participate, Seller will, within two (2) business days of receipt of the notice of the proposal of such operation (a "Routine Proposal"), send a copy of such Proposal to Purchaser for Purchaser's consideration unless Seller has less than two (2) business days within which to respond to such notice (an "Emergency Proposal"), in which case, Seller will immediately notify Purchaser. No later than ten (10) business days prior to the time when Seller's election to the party proposing the operation is due pursuant to a Routine Proposal or, no later than 24 hours prior to the time such an election is due for an Emergency Proposal, Purchaser will notify Seller of Purchaser's participation election in response to the applicable proposal. If the Purchaser elects not to participate, Seller shall notify the party proposing the operation of Seller's election not to participate. If Purchaser desires to participate, then Seller and Purchaser shall, as soon as possible and in any event two (2) business days prior to the applicable election deadline imposed on Seller for a Routine Election, attempt to agree on the after tax present value (using a 15% per year discount factor) that would reasonably result from a successful operation, net of any and all capital costs and expenses associated with such operation (the "Prospect Value"). If the Parties are unable to timely agree on the Prospect Value, Seller shall notify the party proposing the operation of Seller's election not to participate. If the Parties have agreed on the Prospect Value no later than twenty-four (24) hours prior to the deadline for delivery of a response for a Routine Election or two (2) hours prior to the deadline for delivery of a response for an Emergency Election, Seller shall notify the party proposing the operation of Seller's election to participate in the proposed operation and Purchaser shall be liable for and shall pay Seller, at l...
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Related to SPECIAL INTERIM PERIOD OPERATIONS

  • Interim Period During the period between the Effective Date and the Closing Date (“Interim Period”),

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Continued Operations Continue at all times to conduct its business and engage principally in the same line or lines of business substantially as heretofore conducted.

  • Lawful Operations, etc Each Credit Party and each of its Subsidiaries: (i) holds all necessary foreign, federal, state, provincial, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business and own its properties; and (ii) is in full compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including, without limitation, applicable requirements of Environmental Laws, except for any failure to obtain and maintain in effect, or noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Annual Business Plan and Budgets As soon as available but in any event no later than 45 days following the end of each fiscal year of the Borrower, an annual business plan and budget of the Consolidated Parties containing, among other things, pro forma financial statements for the next four fiscal quarters and the next fiscal year.

  • Ongoing Operations From the Effective Date through Closing:

  • Company to Provide Interim Financial Statements Prior to the First Closing Date and each applicable Option Closing Date, the Company will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.

  • Annual Business Plan and Budget As soon as practicable and in any event not later than thirty (30) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 9.15 and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.

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