Existing Operations Clause Samples

The "Existing Operations" clause defines the rights and obligations of parties concerning activities or operations that are already ongoing at the time an agreement is executed. Typically, this clause clarifies whether such pre-existing activities may continue, under what conditions, and how they interact with the new agreement—such as specifying if prior operations are grandfathered in or subject to new restrictions. Its core practical function is to prevent conflicts or misunderstandings by clearly delineating how ongoing operations are treated, ensuring that both parties understand the status and governance of activities that predate the contract.
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Existing Operations. (a) An operator conducting an existing, ongoing operation may at any time submit to the Administrator an application to self-bond. The application shall contain all information required in Section 2 of this Chapter except Section 2(a)(ii) shall read: "Amount of bond required to be determined in accordance with W.S. § 35-11-417(c)(ii) (1977)." (b) If the Administrator determines that the operator qualifies for self- bonding, then the operator shall execute all required agreements or instruments and sign a new bond payable to the State of Wyoming which covers all periods of time as they relate to the mining operation. At this time, the prior bond shall be released. This release shall not be governed by any requirements as to the release of bonds which occur upon completion in whole or in part of the reclamation program. (c) Any operation which holds a self-bond on the effective date of this Chapter shall be presumed to meet the requirements of this Chapter. To continue the self-bond, within one year from the effective date of this Chapter an application for a renewal self-bond shall be filed with the Administrator which meets all requirements in Section 3. A new indemnity agreement shall be executed which includes the requirements in Section 4(b).
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Existing Operations. Before the Effective Date of this Agreement, ▇▇▇▇▇▇▇▇▇’▇ has conducted mining operations at the Quarry consistent with its asserted “vested rights” granted by continuous mineral extraction use and the approvals for a 1965 Conditional Use Permit (112 acres) and Unclassified Use Permit 1994-01 (57 acres), which have no expiration dates. 17 acres of the western portion of the site (West Pit) were mined outside of the existing permitted areas and are not included in the scope of any asserted vested rights. ▇▇▇▇▇▇▇▇▇’▇ operates a processing plant, which is located within the South Pit and lies on approximately 10 acres. Currently the Quarry has two separate reclamation plans that cover operations on lots 107, 108, 109, 110, 113, 114, 115, 116, 119, 120, 121/122 (CUP 1965); and lots 126, 127, 128, 132, 133, and 134 (UUP 1994-01).
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Existing Operations. Seller hereby agrees, through and including the Close of Escrow and at the Seller’s sole cost and expense, to (A) keep all existing insurance policies affecting the Project in full force and effect, (B) use commercially reasonable efforts to keep in full force and effect and/or renew all Licenses and Permits, (C) provide all services and to continue to operate, manage and maintain the Project (including mechanical equipment of every kind used in the operation thereof) in the ordinary course of business, reasonable wear and tear excepted, and (D) use commercially reasonable efforts to comply with all Governmental Regulations.
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Existing Operations. Each Seller hereby agrees, through and including the Close of Escrow and at such Seller’s sole cost and expense, to: (a) keep all existing insurance policies affecting the each Property in full force and effect, (b) use due diligence and commercially reasonable efforts to keep in full force and effect and/or renew all licenses and permits, (c) provide all services and to continue to operate, manage and maintain the Properties (including mechanical equipment of every kind used in the operation thereof) in such condition so that the Properties shall be in substantially similar condition on the Close of Escrow as on the date hereof, reasonable wear and tear and damage from casualty excepted, (d) use commercially reasonable efforts to comply with all governmental regulations, and (e) keep Buyer timely advised of any material repair or improvement required to keep any Property in the condition as required above.
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Existing Operations. 7.5.1.1 Subject to Clause 7.5.1.2, PT-FI shall have the right, without the need to obtain the consent of PT-RTZ, to continue to carry on Mining activities with the use of the PT-FI Available Assets, including activities which, through optimisation or fine tuning of its operations and facilities, may result in treatment of ore at a rate in excess of 118,000 tonnes per day and shall have the right to use and make changes to the PT-FI Available Assets so long as such activities do not prejudice the undertaking of the first Approved Expansion Project at the current millsite, as described in Clause 10.5. 7.5.1.2 PT-FI will not undertake any Expansion project (as opposed to optimisation or fine tuning) in Contract Area Block A other than as part of Joint Operations or take any other action which will prejudice the undertaking of the first Approved Expansion Project at the current millsite, provided that, if no project for Expansion which meets the criteria specified in, or agreed pursuant to, Clause 10.5 has been proposed by PT-RTZ to the Operating Committee before the tenth anniversary of the Effective Date, the following provisions shall apply: (i) the foregoing limitation on PT-FI's ability to enter into an Expansion project other than as part of Joint Operations shall no longer be applicable, (ii) PT-FI shall be entitled to enter into such a project either as a Sole Risk Venture or, if it elects at its option to offer PT-RTZ a right of participation and PT-RTZ accepts such offer, as part of Joint Operations, in which latter event, RTZ Lender shall remain obliged to make available the loan funds contemplated by the RTZ Loan Agreement, and (iii) except as set out in the immediately preceding item (ii), PT-RTZ will not have a right to participate in any revenues from nor will it be obliged to contribute to any costs in respect of Contract Area Block A, even after the Cut-off Date, except with respect to Joint Operations Greenfield Projects and Sole Risk Ventures in Contract Area Block A in which PT-RTZ has participated. 7.5.1.3 PT-FI shall be entitled to receive and retain 100% of all revenues, including Sales Revenues, from Contract Area Block A: (i) prior to the Sharing Commencement Date, except for any revenues from Joint Operations Greenfield Projects and Sole Risk Ventures in which PT-RTZ shall have participated, and (ii) from the Sharing Commencement Date until the Cut-Off Date, except for Incremental Expansion Revenues and any revenues from Joint Operati...
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Existing Operations. ‌ (a) The CIDS/ODS Contractor acknowledges that: (i) Existing Operators and any other persons must continue their Existing Operations during the course of the carrying out of the CIDS/ODS Contractor's Activities; (ii) the access ways to the Site are used by Existing Operators and other persons and will not be available exclusively to the CIDS/ODS Contractor; and (iii) in using these access ways the CIDS/ODS Contractor must ensure the minimum disturbance and inconvenience to the Existing Operations. (b) The CIDS/ODS Contractor bears the risk of coordinating its access to the Site with any other relevant party (including Existing Operators) that use the access ways to the Site. (c) Without limiting any other obligations of the CIDS/ODS Contractor, the CIDS/ODS Contractor must:‌ (i) to the extent reasonably possible in performing the CIDS/ODS Contractor's Activities, not interfere with the free movement of traffic (vehicular, pedal cycle and pedestrian) into and out of, adjacent to, around, on or about the Site or the Existing Operations or block or impair access to any premises, carparks, roadways, pedestrian ways, public spaces, parks, pedal cycle paths, or other facilities associated with the Existing Operations and comply with the Principal's reasonable directions in relation to them; (ii) comply with the Principal's reasonable directions in connection with: A. the Existing Operations (including access to and use of the Site); and B. workplace health and safety issues to enable the Principal to comply with, and not place the Principal in breach of, its obligations under any WHS Legislation; (iii) comply with all policies, procedures and rules of the Principal applying from time to time (as notified by the Principal) in respect of the Existing Operations (including in relation to workplace health and safety and/or the Environment); (iv) keep itself informed as to the requirements to comply with and not do anything which may place the Principal in breach of Law applying to the Existing Operations on the Site; (v) ensure that in carrying out and completing the CIDS/ODS Contractor's Activities, the Works properly interface and integrate with, and connect to, the physical infrastructure of the Existing Operations so as to enable the Works, when completed, to fully comply with the requirements of this Contract; and (vi) immediately: A. repair and make good any damage to the physical infrastructure of the Existing Operations to the extent arising out of or in any...
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Existing Operations. ▇▇▇▇▇▇ ▇▇▇▇▇▇ has acted as general manager in charge of operating the business of Kenco for more than a year and in connection with such operations, and represents and warrants to Kenco, to the best of his Knowledge, that: (A) no consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority or any consent, authorization or approval of any other third party is required to enable Kenco to enter into and perform its obligations under this Agreement and the other Closing Documents except as will be obtained at or prior to the Closing; (B) neither the execution and delivery of this Agreement and the other Closing Documents nor the consummation of the Transaction thereby will violate or cause any revocation of, or limitation on, any Permit; (C) Kenco is not in violation of, nor has Kenco violated, any applicable order, judgment, injunction, award or decree relating to the Acquired Assets; and (D) Kenco has not violated, nor is it in violation, of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator applicable to the Acquired Assets including Environmental Laws.
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Existing Operations. Until the Closing Date, Seller shall operate, maintain and manage each of the Properties in a manner substantially consistent with Seller’s past practices.
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Existing Operations. Seller hereby agrees, through and including ------------------- the Close of Escrow and at the Seller's sole cost and expense, to (A) keep all existing insurance policies affecting the Project in full force and effect, (B) use due diligence and its best efforts to keep in full force and effect and/or renew all Licenses and Permits, (C) provide all services and to continue to operate, manage and maintain the Project (including mechanical equipment of every kind used in the operation thereof) in such condition so that the Project shall be in the same condition on the Close of Escrow as on the date hereof, reasonable wear and tear excepted, (D) use best efforts to comply with all Governmental Regulations, (E) deliver to Buyer copies of any Operating Statements prepared after the date of this Agreement, and (F) keep Buyer timely advised of any repair or improvement required to keep the Project in such condition as aforesaid and which costs in excess of Twenty-Five Thousand Dollars ($25,000.00).
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Related to Existing Operations

  • Ongoing Operations From the Effective Date through Closing:

  • Banking Operations Enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority; or file any application or make any contract with respect to branching or site location or branching or site relocation.

  • Safe Operations Notwithstanding any other provision of this Agreement, an NTO may take, or cause to be taken, such action with respect to the operation of its facilities as it deems necessary to maintain Safe Operations. To ensure Safe Operations, the local operating rules of the ITO(s) shall govern the connection and disconnection of generation with NTO transmission facilities. Safe Operations include the application and enforcement of rules, procedures and protocols that are intended to ensure the safety of personnel operating or performing work or tests on transmission facilities.

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others at or near the Premises or elsewhere on the Airport.

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to: (i) (A) amend its articles of incorporation or code of regulations (or comparable governing documents) (other than immaterial amendments to the governing documents of any wholly owned Subsidiary of the Company that would not prevent, materially delay or materially impair the Merger or the other transactions contemplated by this Agreement), (B) split, combine, subdivide or reclassify its outstanding shares of capital stock (except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction), (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property (or any combination thereof) in respect of any shares of its capital stock (except for (1) any dividends or distributions paid by a direct or indirect wholly owned Subsidiary of the Company to another direct or indirect wholly owned Subsidiary of the Company or to the Company or (2) other than normal quarterly cash dividends on the Company’s Shares as described in Section 6.1(a)(i)(C) of the Company Disclosure Letter), (D) enter into any agreement with respect to the voting of its capital stock or (E) purchase, repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock (other than (1) pursuant to the cashless exercise of Company Options or the forfeiture of, or withholding of Taxes with respect to, Company Options, Company Restricted Stock Units or Company Performance Stock Units in connection with any Taxable event related to such awards, in each case in accordance with past practice and with the terms of the applicable Company Stock Plan as in effect on the date of this Agreement (or as modified after the date of this Agreement in accordance with the terms of this Agreement) or (2) purchases, repurchases, redemptions or other acquisitions of securities of any wholly owned Subsidiary of the Company by the Company or any other wholly owned Subsidiary of the Company); (ii) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of any wholly owned Subsidiaries of the Company that would not (x) prevent, materially delay or materially impair the Merger or the other transactions contemplated by this Agreement or (y) reasonably be expected to result in any significant Tax liability); (iii) except as expressly contemplated by the terms of this Agreement, as expressly disclosed in Section 6.1(a)(iii) of the Company Disclosure Letter or as required by applicable Law or by the terms of any Company Plan listed on Section 5.1(h)(i) of the Company Disclosure Letter or any CBA, in either case as in effect on the date hereof (or as modified after the date of this Agreement in accordance with the terms of this Agreement): (A) increase the compensation or benefits payable to any director or named executive officers as identified in the Company’s proxy statement for the 2017 annual meeting of stockholders (collectively, the “Senior Executives”) of the Company, increase the compensation or benefits payable to any employee or individual consultant of the Company or any of its Subsidiaries, or make any loans to, any director, officer, employee or individual consultant of the Company or any of its Subsidiaries; (B) grant any new equity-based awards, or amend or modify the terms or accelerate the vesting of any such outstanding awards (except for any acceleration of any Company Option, Company Performance Stock Unit and Company Restricted Stock Unit in connection with the cessation of any Person’s employment with the Company or any of its Subsidiaries (other than any Senior Executive) to the extent that such acceleration is consistent with past practice), under any Company Plan; (C) amend any severance plan or agreement as in effect on the date hereof or waive or release any restrictive covenants thereunder; (D) make any change to any Company Pension Plan or any Company Plan that is an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) that would materially increase the costs to the Company or any of its Subsidiaries in respect of such Company Plan; (E) establish, adopt, or enter into any new arrangement that would be a Company Plan if in effect on the date hereof, other than individual separation and release agreements entered into in connection with ordinary-course terminations on terms consistent with the severance arrangements listed on Section 5.1(h)(i) of the Company Disclosure Schedule; (F) accelerate the payment of non-equity related compensation or benefits to any director, officer, employee, consultant or individual service provider, except as required (without discretion) pursuant to the terms of the Company Plans; (G) hire any new officer, employee, consultant or individual service provider (provided that the Company shall be permitted to (x) hire employees, consultants or other individual service providers with an aggregate annual base compensation and target incentive opportunity below $350,000 in the ordinary course of business consistent with past practice, or (y) engage individual or entity service providers with an aggregate annual base compensation and target incentive opportunity below $350,000 in the ordinary course of business consistent with past practice to fill positions that are open as of the date hereof or that become open following the date hereof to the extent reasonably necessary as determined by the Company in its sole discretion to maintain the Company’s core business); or (H) terminate any employee or officer of the Company or any of its Subsidiaries at level B7 or higher other than for cause (as determined in the ordinary course of business consistent with past practice); (iv) incur or guarantee any Indebtedness or issue any warrants or other rights to acquire any Indebtedness, except (A) in the ordinary course of business consistent with past practice, borrowings under the Company’s revolving credit facility as in effect as of the date hereof, (B) inter-company Indebtedness among the Company and its wholly owned Subsidiaries, (C) commercial paper issued in the ordinary course of business and (D) (i) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments and (ii) overdraft facilities or cash management programs, in the case of each of clauses (i) and (ii), issued, made or entered into in the ordinary course of business; (v) make or commit to any capital expenditures other than (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident or (B) in the ordinary course of business consistent with past practice and which do not exceed during either the 2017 fiscal year or the 2018 fiscal year one hundred and five percent (105%) of the amounts reflected in the Company’s capital expenditure budget for 2017, a copy of which was previously provided to Parent; (vi) transfer, lease, license, sell, assign, let lapse, abandon, cancel, mortgage, pledge, place a Lien (other than a Permitted Lien) upon or otherwise dispose of any Intellectual Property; provided that this clause (vi) shall not restrict (A) any of the foregoing that occur in the ordinary course of business or, to the extent applicable, among the Company and its Subsidiaries, (B) the granting of any licenses of Intellectual Property in the ordinary course consistent with past practice or (C) transfers, leases, sales, assignments, lapses, abandonments, cancellations, mortgages, pledges, Liens, or other dispositions of Intellectual Property (other than licenses) with a fair market value less than $10,000,000 in the aggregate for all such actions; (vii) other than in the ordinary course of business consistent with past practice, transfer, lease, license, sell, assign, let lapse, abandon, cancel, mortgage, pledge, place a Lien upon or otherwise dispose of any properties or assets (including capital stock of any of its Subsidiaries but not including any Intellectual Property, which is governed by Section 6.1(a)(vi) with a fair market value in excess of $5,000,000 individually or $12,500,000 in the aggregate (other than transactions among the Company and its wholly owned Subsidiaries); (viii) issue, deliver, sell, grant, transfer, or encumber, or authorize the issuance, delivery, sale, grant, transfer or encumbrance of, any shares of its capital stock or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such shares, except (A) for any Shares issued pursuant to Company Options, Company Restricted Stock Units and Company Performance Stock Units outstanding on the date of this Agreement in accordance with the existing terms of such awards and the Company Stock Plans, or (B) by wholly owned Subsidiaries to the Company or to any other wholly owned Subsidiary of the Company; (ix) spend or commit to spend in excess of $5,000,000 individually or $12,500,000 in the aggregate to acquire any business or businesses or to acquire assets or other property, whether by merger, consolidation, purchase of property or assets or otherwise (valuing any non-cash consideration at its fair market value as of the date of the agreement for such acquisition); provided that neither the Company nor any of its Subsidiaries shall make any acquisition that would, or would reasonably be likely to, prevent, delay or impair the Company’s ability to consummate the transactions contemplated by this Agreement; provided, further that nothing in this Section 6.1(a)(ix) shall restrict the ability of the Company to invest additional funds in any existing asset of the Company to offset any dilution in the Company’s existing interest in such asset; (x) make any material change with respect to its financial accounting policies or procedures, except as required by changes in GAAP (or any interpretation thereof) or by applicable Law; (xi) except as required by applicable Law, (A) make, change or revoke any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement, in each case that is inconsistent with elections made or positions taken in preparing or filing similar Tax Returns in prior periods, except in each case as a result of, or in response to, any change in U.S. federal Tax Laws or regulations or administrative guidance promulgated or issued thereunder, (B) change any Tax accounting period or any material method of Tax accounting, (C) amend any material Tax Return, (D) settle or resolve any material Tax liability or any Tax audit or controversy with respect to a material amount of Taxes, (E) surrender any right to claim a material refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any of its Subsidiaries, other than any extension pursuant to an extension of time to file any Tax Return or (G) enter into any closing agreement or similar agreement with any Tax authority in respect of Taxes; (xii) (A) enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of this Agreement or (B) conduct a line of business of the Company or any of its Subsidiaries in any geographic area where it has never previously conducted business prior to the date of this Agreement; (xiii) make any loans, advances or capital contributions to, or investments in, any Person (other than loans, advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company); (xiv) (A) amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof) any Material Contract or waive, release or assign any material rights, claims or benefits under any Material Contract, other than any amendment, modification, termination, waiver, release or assignment (x) as required by Law, (y) pursuant to “most favored nation” offers made prior to the date of this Agreement or (z) in the ordinary course of business; provided that in no event shall the Company or its Subsidiaries amend or modify a Contract in which the packaging or rate terms would materially impact meeting the Company’s business plan, (B) enter into any Contract that would have been a Material Contract had it been entered into prior to the date of this Agreement unless it is on terms substantially consistent with, or on terms more favorable to the Company and/or its Subsidiaries (and to Parent and its Subsidiaries following the Closing) than a contract it is replacing; provided that in no event shall the Company or its Subsidiaries enter into a Contract in which the packaging or rate terms would materially impact meeting the Company’s business plan or (C) without restricting any action that is permissible in accordance with clauses (A) or (B) hereof, make any concession, or offer to make any concession, under any Material Contract except for (x) annual “most favored nation” offers made in the ordinary course of business consistent with past practice in connection with new issues arising after March 2017 or (y) mutual “clean slate” releases with distributors; provided that the foregoing shall not prohibit or restrict the ability of the Company or its Subsidiaries to take any action described in this Section 6.1(a)(xiv) in the ordinary course of business with respect to Material Contracts between the Company and/or one or more of its wholly owned Subsidiaries; provided, further that for the avoidance of doubt, this Section 6.1(a)(xiv) shall not prohibit or restrict any Company Plans; (xv) settle any action, suit, case, litigation, claim, hearing, arbitration, investigation or other proceedings before or threatened to be brought before a Governmental Entity, or pay, discharge, settle or waive any material liability, other than settlements (A) if the amount of any such settlement is not in excess of $500,000 individually or $2,000,000 in the aggregate; provided that such settlements are solely for money damages (and confidentiality and other similar customary provisions that would not reasonably be expected to place any material restrictions on the