Conduct of the Operations Sample Clauses

Conduct of the Operations. Without in any way limiting any other obligations of each Transferor hereunder, during the period from the date of this Agreement to the Closing, each Transferor covenants that, unless it shall have obtained the written consent of Transferee, which shall not be unreasonably withheld, such Transferor shall either satisfy or cause to be satisfied the following with respect to the Contributed Assets:
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Conduct of the Operations. Except as specifically provided in this Agreement, from May 14, 2012 until the earlier of the Closing or the termination of this Agreement in accordance with Section 8.1, each Seller Party shall, and shall cause each Subject Entity to:
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Conduct of the Operations. Except as specifically provided in this Agreement or as set forth on Schedule 5.1, from the date hereof until the Closing, each Seller Party shall, and shall cause each Subject Entity to, (i) conduct its operations in accordance with its ordinary course of business consistent with past practices, (ii) use commercially reasonable efforts to preserve, maintain and protect its respective material assets (including Material Contracts and real property leases), rights and properties in good operating condition suitable in all material respects for their intended purpose, (iii) not terminate or materially amend any Material Contracts or waive any provision thereunder or enter into material agreements affecting the Subject Entities' assets, properties or interests except with the Buyer's consent and except that CCTP shall be permitted to enter into a pipeline transport agreement with Sabine Pass Liquefaction, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Partnership, (iv) cause the Subject Entities to maintain the Insurance Policies as presently in effect or insurance policies substantially similar thereto furnished by nonaffiliated third parties in the amounts and types presently in effect, (v) not to transfer, sell, lease, license, pledge, mortgage, dispose of, hypothecate, distribute, Encumber or otherwise dispose of any assets, properties (whether real, personal, tangible, or intangible) or rights of the Subject Entities, (vi) not amend or restate the Charter Documents of the Subject Entities, (vii) not issue any Capital Stock or options, warrants or other rights convertible into or exchangeable for Capital Stock thereof, (viii) not sell, assign, transfer, Encumber or otherwise dispose of all or any portion of the Assigned Interests or any Capital Stock of the Subject Entities or grant any option to purchase or right of first refusal in connection therewith to any Person, (ix) maintain all Permits and Consents required for the Subject Entity's business as currently conducted, (x) take no action that would cause CCTP to be treated as a corporation for U.S. federal income tax purposes, (xi) not acquire or purchase equity interests or assets of any Person, (xii) not incur or guarantee any Indebtedness or amend or modify in any material respect the terms of or refinance any Indebtedness, (xiii) not merge or consolidate with any Person or adopt a plan of complete or partial liquidation or authorize or undertake a dissolution...
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Conduct of the Operations. Except as specifically provided in this Agreement, the Seller Ancillary Documents or the Omnibus Agreement, during the period from the date of this Agreement until the Closing Date, each Seller Party shall (i) conduct its operations according to its ordinary course of business and (ii) use reasonable efforts to preserve, maintain, and protect its material assets, rights, and properties, to the extent each such action in clause (i) or (ii) would materially affect the Drop-Down Assets; provided, however, that any Seller Party shall not, to the extent commercially unreasonable, be required to make any payments or enter into or amend any contractual agreements, arrangements, or understandings to satisfy the foregoing obligation. The Parties acknowledge and agree that, notwithstanding the passage of title and risk of loss with respect to the Drop-Down Assets pursuant to this Agreement, the Seller Parties shall continue to otherwise operate the Drop-Down Assets for their own account until the Effective Time.
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Conduct of the Operations. The Business Vendors and the Target Companies have carried on the relevant Operations since 30th June 1999 to the date of this Agreement and no person other than members of the Vendors' Group has had any ownership interest in the Operations since 30th June 1999.
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Conduct of the Operations. 6 (a) General.......................................................... 6 (b) Sufficiency...................................................... 6 (c) Sponsorship...................................................... 6 (d) Compliance with Laws, Policies and Programs...................... 6 (e) Manager's Vendors................................................ 7 (f) Third-Party Concessions.......................................... 7 5. Equipment.............................................................. 7 (a) Owner's Equipment; Las Vegas Equipment........................... 7 (b) Transport........................................................ 7 (c) Manager's Equipment.............................................. 7 6.
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Related to Conduct of the Operations

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Conduct of Operations The Board of Directors and the General Partner shall use commercially reasonable efforts to conduct the business of the Partnership and its Affiliates in a manner that does not require a holder of Common Units to file a tax return in any jurisdiction with which the holder has no contact other than through ownership of Common Units.

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Conduct of the Company Except (t) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (u) as expressly permitted, required or contemplated by this Agreement, (v) as set forth in Section 6.01 of the Company Disclosure Schedule, (w) as required by Applicable Law, (x) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as expressly required or contemplated by any Contract between the Company or any of its Subsidiaries, on the one hand, and ONE or any of its Affiliates, on the other hand, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1)(A) operate the Company Vessels, or cause the Company Vessels to be operated, (i) in a customary manner consistent with past practice, (ii) in accordance with the requirements of the class and flag state of each of the Company Vessels and the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business maintain the Company Vessels, or cause the Company Vessels to be maintained, in good working condition and (2) use commercially reasonable efforts to preserve substantially intact its business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in all material respects its relationships with any customers, suppliers and any other Persons with which it has material business relations; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.01(b), and (b) shall not, and shall not permit any of its Subsidiaries to:

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Conduct of Third Party Claims 11.4.1 If the matter or circumstance that may give rise to a claim against a Seller under this Agreement or any relevant Local Transfer Document for breach of any Seller’s Warranty (other than a Tax Warranty) is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

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