Interim Matters Clause Samples

Interim Matters. ‌ 7.1 To safeguard the integrity and effectiveness of the process established by this Framework Agreement, the Parties agree on the following recommended Interim Measures to maintain culturally significant areas, important conservation areas and to advance the purposes of‌ s.2 while the Framework Agreement is being implemented. These measures are defined in Appendix E and include: 7.1. a The Minister of Agriculture and Lands will submit an application to the chief gold commissioner for a regulation as contemplated by section 22(a) of the Mineral Tenure Act to establish a “no registration” reserve for new mineral tenures, within the area shown in Appendix C;
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Interim Matters. 4.1 OPERATION OF THE ASSETS From the Effective Time until the Closing Date, Vendor covenants that it: (a) has operated and will operate the Assets in a prudent manner and in accordance with Vendor's historical practices, good industry practices, applicable Contracts and Applicable Laws but Vendor, in performing its obligations under subclauses 4.1(a) and 4.1(b), shall not be liable to Purchaser for any economic loss of Purchaser of any kind or nature whatsoever including, without limitation, loss of revenue, loss of profit or loss of opportunity in connection with such operations to the extent it results from any act or omission of Vendor in good faith for the purposes of operating the Assets or the safeguarding of life or property; (b) has maintained and shall maintain Pipeline Substances inventory at levels that are appropriate for the purpose of the Business and consistent with Vendor's historical practices; (c) has not voted and shall not vote in favour or incur any capital expenditure, other than those described in Schedule 2, in respect of the Assets without Purchaser's prior written consent, unless: (i) such expenditure is required in an emergency to protect persons or property; <PAGE> -48- (ii) such expenditure is required to comply with Applicable Law; (iii) such expenditure must be undertaken by Vendor by virtue of the same having been approved by other Persons pursuant to a voting procedure or other provision of an agreement relating to any of the Assets, the effect of which is to require Vendor to advance its share of such capital expenditure; or (iv) Vendor's share of such expenditure is less than US $20,000; (d) has given and shall give Purchaser's employees and advisors all reasonable access to its files and records and operations, accounting and administrative personnel of Vendor in respect of the Business and the Assets as is necessary to permit Purchaser to be ready to take over the Business and the Assets at the Closing Date; (e) has provided and shall provide reasonable physical access to the Facilities and Vehicles to Purchaser's employees and advisors, such access to be at Purchaser's sole risk and expense and, in exercising its rights to access, Purchaser has taken and shall take all reasonable steps so as to minimize any impact on the conduct by Vendor of the Business; (f) has not and shall not, without first obtaining Purchaser's written approval (which shall not be unreasonably withheld or delayed) enter into, or amend the terms o...
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Interim Matters. In the period commencing on the Effective Date and ending at Closing, the Corporation and the Subsidiary shall operate and maintain the Assets in a proper and prudent manner in accordance with good industry practices and neither the Corporation nor the Subsidiary shall, without the prior written approval of the Purchaser: a. authorize or make any expenditure in respect of the Assets, other than: i. usual operating expenditures incurred and allocable to the Assets pursuant to existing authorizations and under existing operating agreements with arms' length third parties; ii. capital expenditures required in accordance with good industry practice to a maximum of $25,000 gross expenditures for any single operation; and iii. expenditures required by reason of an emergency event endangering life or property; b. sell, transfer or otherwise dispose of any of the Assets; or c. enter into any transaction not in the ordinary course of business.
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Interim Matters. Notwithstanding anything to the contrary herein, the Board may take no action prior to the Closing with respect to the Plan without the approval of at least (i) one director who has been designated by the holders of the outstanding Series A Preferred and (ii) one director who has been designated by the holders of the outstanding Series B Preferred, in accordance with Section 2.1 of the Amended and Restated Stockholders Agreement, dated as of July 10, 1998, by and among the Company, Doubletree Corporation, a Delaware corporation, the ▇▇▇▇▇▇ ▇. Fix Family Partnership, L.P., ▇▇▇▇ ▇. ▇▇▇▇▇▇ and the other entities set forth on the signature pages thereto, as may be amended from time to time (the "Stockholders Agreement").
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Interim Matters. From October 14, 2015, through and including the Closing Date, no Loan Party has entered into or permitted any of its Subsidiaries to enter into any agreement in connection with or consummated any merger, acquisition, disposition, business combination, joint venture or other strategic transaction (other than the Acquisition and the other Transactions), in each case without the consent of the Lead Arranger.
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Interim Matters. From and after the date of this Agreement, Accuride shall, subject to the terms and conditions otherwise set forth in this Agreement, have management control of the business conducted by the Company. Notwithstanding the foregoing, Accuride agrees that between the date hereof and the Closing Date, that (i) Accuride will, and will cause the Company and the General Partner to (a) conduct the business of the Company and the General Partner in a manner consistent with the ordinary course of the normal day-to-day operations of the Company and the General Partner and consistent with past practice and (b) use its reasonable best efforts to preserve intact the current business organization and corporate structure of the Company and the General Partner, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and/or the General Partner, and (ii) Accuride will not, and will not permit the Company and the General Partner to, in each case without ▇▇▇▇▇▇'▇ prior written consent, take any of the actions identified in Sections 6.4(vi), (vii), (xiii), (xiv), (xv), (xvi) and (xviii) of the Limited Liability Company Agreement.
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Interim Matters. After the applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated, each of the Sellers and the Company shall take, and cause to be taken, all required action to appoint up to two observers in a non-voting capacity, designated by Purchaser, to the Board to attend regular, special and telephonic meetings of the Board; provided, however, that such observers shall not be entitled to participate in any meetings of the Board (or the applicable portions thereof) (i) if during such meeting, any transactions or potential transactions between or among the Company and the Purchaser or its Affiliates, are to be considered or acted upon, including with respect to the transactions contemplated by the Transaction Documents, or (if) the Board determines in good faith that attendance by such observers or the receipt by such observer of any information or materials would reasonably be expected to result in a waiver or compromise of attorney-client privilege or noncompliance with any applicable Law. After the Preferred Stock Closing, each of Sellers and the Company shall take, and cause to be taken, all required action to appoint up to two directors, designated by Purchaser, to the Board.
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Interim Matters. 4.1 TITLE EXAMINATION, VENDOR’S RECORDS AND ACCESS TO SOLD ASSETS (a) Vendor shall, if and as requested by Purchaser, and as further outlined in clause 4.2: (i) make or cause to be made available for the review of Purchaser, its solicitors, employees and agents (subject to their being covered by a Confidentiality Agreement), Vendor’s records, files and documents directly relating to the Sold Assets, for the purpose of Purchaser’s review of the Sold Assets and Vendor’s title thereto, including the Leases and applicable operating agreements, unit agreements, overriding royalty agreements and production sale contracts (subject to any exclusions identified in Miscellaneous Interests); and (ii) at Purchaser’s cost, risk and expense and upon reasonable notice, allow physical access to the Sold Assets to the extent Vendor has or can reasonably obtain access. 4.2 PURCHASER’S REVIEW Purchaser, at its option, may conduct a review(s) of Vendor’s title to the Sold Assets. Purchaser may from time to time, but no later than 4:00 p.m. (MDT) fifteen (15) Business Days before Closing Date, give notice to Vendor describing in detail all material title defects and irregularities relating to the Sold Assets that, in the reasonable opinion of Purchaser, adversely affect the title of Vendor to the Sold Assets and that Purchaser wants to have remedied (“Title Deficiencies”). Such notice shall specify such Title Deficiencies in detail, the Sold Assets directly affected thereby, and the Purchaser’s requirements for the remedying thereof. Vendor shall use reasonable efforts to promptly remedy the Title Deficiencies specified by Purchaser. Vendor will have until 4:00 p.m. (MDT) on the third Business Day before Closing Date to supply any missing title documentation or to otherwise remedy the Title Deficiencies specified by Purchaser. If all Title Deficiencies are not satisfactorily remedied prior to 4:00 p.m. (MDT) on the third Business Day before Closing Date, Purchaser may elect by giving notice to Vendor prior to 4:00 p.m. on the second Business Day before Closing Date: (i) with the agreement of Vendor, to grant a further period of time within which Vendor may remedy the uncured Title Deficiencies; (ii) subject to clause 4.3, to waive the unremedied Title Deficiencies and proceed with the completion of the transaction contemplated by this Agreement; or (iii) to terminate this Agreement. However, failure of Purchaser to make such election on time shall be deemed to be an election p...
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Interim Matters 
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Related to Interim Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • FCC Matters (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • FDA Matters As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have or reasonably be expected to result in a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have or reasonably be expected to result in a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

  • Transition Matters The Consultant shall render such ------------------ services to Purchaser as the Consultant and the President of the Purchaser (or his designee) shall mutually agree with respect to (i) Purchaser and Company business matters relating to the transition period prior to and following the Merger and (ii) integration of the business of the Company with the business of Purchaser.