Interim Period Operations Sample Clauses

Interim Period Operations. Nothing contained in this Agreement shall give any party hereto, directly or indirectly, the right to control or direct the operations of any other party hereto during the Interim Period. During the Interim Period, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Affiliates’ respective businesses and operations.

Interim Period Operations. 9.1 Between the date hereof and Completion, the Seller shall (to the extent it is able so to do having regard to the provisions of the Operating Agreement [Unit Agreement]):- (a) continue to carry on its activities in relation to the Asset in the ordinary and usual course so as to protect and maintain the same [in accordance with good oil field practice] and comply with previously agreed decisions of the Operating Committee in relation to the Assets; (b) consult with the Purchaser with regard to the Asset and co-operate with the Purchaser so as to ensure an efficient handover of the Asset on Completion and use its reasonable endeavours to protect or procure the protection of the Asset for the benefit of the Purchaser; (c) insofar as reasonably practicable, keep the Purchaser fully informed in a timely manner on any and all matters (not of a routine nature) relating to the Asset; and (d) not to do or omit to do anything which would result in a breach of any of the Warranties given by it. 9.2 The Seller shall: (a) not, except with the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed) amend or agree to amend any of the Asset Documents in any respect in so far as such amendment or agreement to amend relates to or affects the Asset or waive or agree to waive any of its rights or remedies thereunder or arising therefrom in so far as such rights and remedies relate to or affect the Asset; (b) If is considers in good faith that a particular matter or proposal is of a nature which may have an adverse effect on the value of the Asset, notify the Purchaser in writing, consult (to the extent reasonably practicable) with the Purchaser in relation to that matter or proposal, take account of any representation which the Purchaser may make and, provided always that such action shall not be prejudicial to any of the Seller’s other business interest and the Seller shall not be in breach of any contractual, legal, statutory or regulatory requirement whatsoever by doing so, carry out the wishes of the Purchaser in so far as it is reasonably practicable to do so following such consultation; and (c) As soon as reasonably practicable provide the Purchaser (to the extent it is contractually and legally permitted to do so) with details of any matter relating to or affecting the Asset on which the Seller is entitled to vote (a “Voting Matter”) and, prior to exercising its vote on a Voting Matter, consult (to the extent reasonably pra...

Interim Period Operations. (a) During the Interim Period, except as set forth in Section 6.01(a) of the Disclosure Schedule, for Emergency Operations, as required by Law or as consented to in advance in writing by the Purchaser, the Seller shall cause each member of the Company Group to (i) conduct the Business in the ordinary course of business, consistent with past practice, (B) and (ii) use its commercially reasonable efforts to (A) preserve intact in all material respects the present business organizations and goodwill of the Business and the present relationships of the Business with material customers, suppliers, vendors and other Persons having business relationships with the Business, (C) comply in all material respects with all applicable Laws and maintain in full force and effect all Permits of the Business and (D) make capital and maintenance expenditures in the ordinary course of business consistent with the capital expenditure budget set forth on Section 1.01(h) of the Disclosure Schedule (the “Capital Expenditure Budget”) and the Target AFE. (b) Other than (w) as set forth on Section 6.01(b) of the Disclosure Schedule, (x) as required by applicable Law, (y) as expressly permitted or required by this Agreement, or (z) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed with respect to the matters described in Section 6.01(b)(iv), (xiv), and (xx)), the Seller shall not cause or permit any member of the Company Group or, with respect to Section 6.01(b)(xx)(A), (C), (D) or (F) only, Durango EmployeeCo to: (i) amend or propose to adopt any amendment to the Organizational Documents of any member of the Company Group; (ii) effect any recapitalization, reclassification, equity interest split, combination or similar change in the capitalization of any Company Group member; (iii) acquire or agree to acquire in any manner (whether by merger or consolidation, the purchase of an Equity Interest in or a material portion of the assets (including any material portion of the real property assets) of or otherwise) any business or any corporation, partnership, association or other business organization or division thereof or any other Person, other than in connection with the acquisition of assets in the ordinary course of business; (iv) make any capital expenditures other than as set forth in the Capital Expenditure Budget, the Target AFE or in connection with Emergency Operations; (v) form any non-wholly owned Subsidiari...

Interim Period Operations. (a) Except (i) as required or permitted hereby, (ii) required by applicable Law or the terms of any Permit or Material Contract, (iii) as consented to by Buyer, or (iv) as otherwise set forth in Schedule 6.4, during the Interim Period, Seller shall cause each member of the Company Group, the Business and the Panther Creek Plant to be owned and operated in the ordinary course of business, in compliance in all material respects with appliable Laws, Permits and Contracts. (b) Without limiting the foregoing or the provisions of Section 6.3, during the Interim Period, Seller shall cause each member of the Company Group not to undertake any of the following without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned in the case of the following clauses (i), (ii) or (xii) and otherwise may be withheld or granted in Buyer’s sole discretion): (i) create any Lien (other than a Permitted Lien) against any of the material assets of the Company Group which Lien will not be released prior to Closing; (ii) grant any waiver or consent of any material term under any Material Contract or Real Property Agreement; (iii) sell, transfer, convey or otherwise dispose of any assets of any member of the Company Group other than any assets that have become obsolete; (iv) hire any employees, engage any independent contractor or establish, or become obligated to contribute to, any benefit plan as defined in Section 3(3) of ERISA or other employee benefit or compensation plan, program, policy, agreement or arrangement; (v) other than accounts payable incurred in the ordinary course of business or indebtedness otherwise incurred pursuant to the Material Contracts, incur, create, assume or otherwise become liable for indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other Person (excluding indebtedness (and guaranties of such indebtedness) that is repaid at or prior to Closing); (vi) enter into any Contract with respect to hedging, marketing or trading; (vii) except as may be required to meet the requirements of any applicable Law or GAAP, change any accounting method or practice in a manner that is inconsistent with past practice; (viii) fail to maintain its limited liability company or partnership status, as applicable, or consolidate with any other Person or acquire all or substantially all of the assets of any other Person; (ix) issue or sell any Equity Interests in any member of the C...

Interim Period Operations. (a) Except as required or permitted hereby, or as consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise set forth in Schedule 6.1, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with the terms hereof (the “Interim Period”), Seller will use commercially reasonable efforts to cause each Company (x) to operate in the ordinary course of business; and (y) to preserve intact its material relationships with third parties. Without limiting the foregoing, except as otherwise required or permitted hereby or required by the terms of any material Permit or any Material Contract, Seller will cause each Company not to undertake any of the following during the Interim Period without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (i) adopt any change in any of its Charter Documents; (ii) (A) fail to maintain its limited liability company existence, or

Interim Period Operations. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article X, except (1) for Emergency Operations or (2) for the actions expressly permitted or required under the terms of this Agreement or consented to in writing by the New Member (which consent shall not be unreasonably delayed, withheld or conditioned), the Company shall, and shall cause Opco to,: (i) use commercially reasonable efforts to continue to implement the development of the Pipeline Project in accordance with the Pipeline Project Budget; (ii) operate its assets and its business, and maintain its Books and Records, in the ordinary course of business; (iii) give written notice to the New Member as soon as is practicable of any notice received or given by the Company or Opco, with respect to any alleged breach by the Company or Opco or other Person of any Material Contract, Easement or Permit; (iv) with respect to Emergency Operations, notify the New Member of such emergency and the related Emergency Operations as soon as reasonably practicable; (v) give prompt notice to the New Member of (A) any material damage or any casualty to any of the material assets of the Company or Opco or (B) any notice received or made by the Company or Opco, of any claim asserting any material tort or violation of Law or any new or threatened Action, that (in each case) relates to or affects the Company or Opco; and (vi) timely file all Tax Returns required to be filed by each of the Company or Opco or any Subsidiary and timely pay all Taxes due and payable by each of the Company and Opco or any Subsidiary, and except as otherwise required by applicable law, not make change or rescind any material Tax election or settle or compromise any material audit, examination or proceeding relating to Taxes.

Interim Period Operations. Section 6.7

Interim Period Operations. From the date hereof until the Closing, the Company shall use its commercially reasonable efforts to operate pursuant to the terms of the budget previously provided by the Company to Buyer. The Company shall proceed with the capital expenditure projects set forth on Schedule 7.3(A) in accordance with the capital expenditure budget provided to Buyer. Notwithstanding anything herein to the contrary, neither the Sellers nor the Company shall be liable to Buyer for any delays in connection with such capital expenditure projects due to factors outside their control including, but not limited to, weather delays, material shortages, and labor

Interim Period Operations. During the period from the Effective Date through the Closing (the "Interim Period"), Buyer hereby engages Seller as its agent for the purpose of operating the Business for Buyer's account, and Seller accepts such engagement. During the Interim Period, Seller shall continue to occupy the Facilities, and shall use the Assets to produce and ship products. Buyer shall be responsible for (i) the reimbursement to Seller of any and all documented costs and expenses incurred by seller in such endeavor, computed in a manner consistent with Seller's past practices, and, (ii) to the extent applicable, the direct payment of any documented costs and expenses arising out of or related to Seller's Interim Period operations as may be charged to buyer's account, if any. Buyer shall reimburse Seller for the costs and expenses incurred by Seller as soon as practicable after receipt of Seller's invoices.