Without limiting the generality of Section 6. 3(a), the Borrower and its Subsidiaries: (i) shall comply with, and maintain all real property in compliance with, any applicable Environmental Laws; (ii) shall obtain and maintain in full force and effect all governmental approvals required for its operations at or on its properties by any applicable Environmental Laws; (iii) shall cure as soon as reasonably practicable any violation of applicable Environmental Laws with respect to any of its properties which individually or in the aggregate may reasonably be expected to have a Material Adverse Effect; (iv) shall not, and shall not permit any other Person to, own or operate on any of its properties any landfill or dump or hazardous waste treatment, storage or disposal facility as defined pursuant to the RCRA, or any comparable state law; and (v) shall not use, generate, treat, store, release or dispose of Hazardous Materials at or on any of the real property except in the ordinary course of its business and in compliance with all Environmental Laws; except, with respect to clauses (i), (ii), (iv) and (v), to the extent, either individually or in the aggregate, all of the same could not be reasonably expected to have a Material Adverse Effect. With respect to any Release of Hazardous Materials, the Borrower and its Restricted Subsidiaries shall conduct any necessary or required investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, cleanup or xxxxx any material quantity of Hazardous Materials released at or on any of its properties as required by any applicable Environmental Law.
Without limiting the generality of Section 6. 2(a), during the Pre-Closing Period, except (i) as described in Section 6.2(b) of the Company Disclosure Letter, (ii) as otherwise expressly required or contemplated by this Agreement, including as contemplated by the Reorg Plan, the Real Estate Plan and the Cap Ex Plan, (iii) for the Permitted M&A or (iv) as consented to or approved by Parent in writing, which consent or approval shall not be unreasonably withheld, conditioned or delayed, the Company shall not, and shall not cause or permit any Acquired Company to, take any of the following actions:
Without limiting the generality of Section 6. 3.1, if this Agreement is terminated by the IESO pursuant to Section 6.3, then the IESO may:
Without limiting the generality of Section 6. 1(a) and except as expressly contemplated by this Agreement or as required by Law, during the Interim Period, without the prior written consent of Parent, the Company shall not, and shall not permit any other member of the Company Group to:
Without limiting the generality of Section 6. 1, except as (i) otherwise contemplated by any Transaction Document including the Plan, (ii) set forth on Section 6.1 of the Company Disclosure Schedule, (iii) consented to in writing by the Plan Investor, (iv) required by Law or the Bankruptcy Court or (v) necessary to implement the Scheme in accordance with the Scheme Document, the Company shall not, and shall not permit any of the Company Group Members to:
Without limiting the generality of Section 6. 1(a), except as set forth on Schedule 6.1 of the Plains Disclosure Schedules, as expressly required or expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to in writing by Oryx, the Plains Parents covenant and agree that during the Interim Period (x) they shall not permit any member of the Company Group to take any of the following actions, (y) they shall not take any of the actions set forth in clause (x), clause (xiv) or clause (xv) (as it relates to clause (x) or clause (xiv)) and (z) solely with respect to the Plains Permian Business or the Plains Permian Assets, they shall not take any of the actions listed in clauses (iii) through (vii) or clause (xv) (as it relates to clauses (iii) through (vii)):
Without limiting the generality of Section 6. 1(1), except (i) as provided in Section 6.1(2) of the USBTC Disclosure Letter, (ii) to the extent reasonably necessary to comply with applicable Law, (iii) as expressly contemplated by this Agreement, the Plan of Arrangement or the Articles of Merger or (iv) with the prior written consent of Hut (which consent shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, USBTC shall not and shall cause the USBTC Subsidiaries not to, directly or indirectly:
Without limiting the generality of Section 6. 6(a), from and after the Effective Time, the Surviving Corporation and its Affiliates shall assume, honor and continue during the Continuation Period, or if sooner, until all obligations thereunder have been satisfied, all of the Company Benefit Plans that are employment, severance, retention and termination plans, policies, programs, agreements and arrangements (including any change in control severance agreement between the Company and any Continuing Employee) maintained by the Company or any Company Subsidiary, in each case as in effect at the Effective Time and as set forth on Section 6.6(c) of the Company Disclosure Letter, including with respect to any payments, benefits or rights arising as a result of the transactions contemplated by this Agreement (either alone or in combination with any other event), without any amendment or modification, other than (i) as required pursuant to the terms of any Company Benefit Plan (including any collective bargaining agreement) as in effect on the date of this Agreement, (ii) as required to comply with applicable Law or GAAP or (iii) as expressly permitted by this Agreement.
Without limiting the generality of Section 6. 01(a), Stagwell covenants and agrees that, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Closing, except (i) as set forth on Section 6.02(b) of the Stagwell Disclosure Letter, (ii) as MDC may consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as otherwise required by applicable Laws, (iv) in connection with any COVID-19 Measure or (v) as otherwise expressly required or contemplated by this Agreement (including pursuant to the Debt Transactions, the Stagwell Restructuring or the Transactions, including the Redomiciliation, the Pre-Redomiciliation Restructuring, the Maxxcom Restructuring, the MDC Merger, the MDC Conversion, the Midas Corporate HoldCo Formation and the Stagwell Contribution), Stagwell shall, to the extent permitted under the applicable organizational documents, cause the Stagwell Subject Entities not to do any of the following:
Without limiting the generality of Section 6. 01(a), the Company will use its reasonable best efforts to obtain (i) any consents of Clients (including in the case of Registered Funds, the boards of directors or trustees and the stockholders of such Registered Funds) necessary under any Advisory Agreement or the Investment Company Act in connection with the deemed assignment of any such Advisory Agreement upon consummation of the Merger, and (ii) the consent or approval of all persons party to a Contract with the Company or any of its Subsidiaries, to the extent such consent or approval is required in order to consummate the Merger or for the Surviving Corporation to receive the benefits of such Contract; provided, that in no event shall the Company be deemed to have failed to satisfy the conditions set forth in Section 7.03(b) solely on the basis that any such consents or approvals have not been obtained as of the Closing Date. Nothing in this Section 6.01(b) shall be deemed to require the Company to waive any material rights or agree to any material limitation on its operations.
