Operating Covenants Clause Samples

Operating Covenants. Borrower shall (x) provide evidence of initial commercial production of renewable diesel by July 14, 2023 (the “Commercial Operations Date”) and (y) agrees to complete, or cause all the Project Milestones to be completed and submitted (as applicable) not later than the dates set forth Schedule 6.18; provided that the Lenders and the Borrower agree to use commercially reasonable efforts to agree to reasonable extensions to the Commercial Operations Date and any remaining Project Milestone should the Commercial Operations Date or Project Milestones become unachievable due to causes, in each case, which (i) are directly related to the achievement of the Commercial Operations Date and/or the relevant Project Milestone, whether related to the operation of the Mobile Refinery or the Renewable Diesel Project and (ii) are beyond Borrower’s or any other Loan Party’s control, including, but not limited, to: (a) Acts of God, lightning, epidemics, pandemics (including, without limitation, COVID-19), floods, fires, earthquakes, other natural disasters, explosions or storm; transportation difficulties, unplanned outages, breakdown of necessary equipment, power outages, strikes, lockouts or other industrial disturbances; (b) wars, invasions, boycotts, terrorist activities, or any law, rule, order or action of any court or instrumentality of the federal, state or local government or any foreign government; and (c) exhaustion, reduction, or unavailability or delay in delivery of any material or product necessary in the manufacture of renewable diesel.

Operating Covenants. The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

Operating Covenants. The Company agrees that, from the date of this Agreement until the earlier of the Closing or the valid termination of this Agreement in accordance with Section 10.1, except as (i) set forth on Schedule 7.7(a), (ii) required by applicable Law (including COVID-19 Measures), (iii) expressly required or contemplated by this Agreement (including the Pre-Closing Restructuring) or (iv) otherwise with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each Subsidiary of the Company to, use commercially reasonable efforts to (x) operate its business in all material respects in the ordinary course of business, (y) preserve intact its current business organization, keep available the services of its current officers and senior management and material contractors and maintain its relations and goodwill with all material suppliers, customers and other Persons having material business relationships with the Company or any of its Subsidiary; provided, however, that no action by the Company or any of its Subsidiaries with respect to matters specifically addressed by any provision of clause (z) shall be deemed a breach of the covenants contained in clauses (x) or (y) unless such action would constitute a breach of such specific provision of clause (z); provided, further, that the failure of the Company to take any action prohibited by any clause of clause (z) shall not be deemed to be a breach of the covenants contained in this sentence; and (z) not take any actions set forth below: (i) (A) make distributions (other than cash distributions necessary to cause Closing Cash not to exceed the maximum thereof as contemplated by the definition of Closing Cash), (B) pay any expense or other liability outside the ordinary course of business or (C) engage in any intercompany transactions between Company and any of its Subsidiary, other than in the ordinary course of business; (ii) increase the compensation or benefits of, grant any new right to severance or termination pay to, any present or former director, officer, employee or consultant of the Company, or loan or advance any money or other property to any present or former director, officer, employee or consultant of the Company. other than increases in compensation in the ordinary course of business consistent with past practice; (iii) directly or indirectly sell, assign, license, transfer, convey, lease, abandon, let lapse or ent...

Operating Covenants. From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided tha...

Operating Covenants. Seller agrees to maintain the Property prior to the Closing in a manner consistent with its current operating procedures, and shall not, without the prior written consent of Purchaser, do any of the following: (a) Enter into any contract affecting the Property that will not be fully performed by Seller on or before the Closing Date or that will not be susceptible of cancellation by Purchaser on or after the Closing Date upon thirty (30) days or less prior written notice, without cost or liability to Purchaser, or amend, modify or supplement any existing contract (other than leases which are subject to clause (b) below) or agreement in any material respect. (b) Enter into any new lease. (c) Fail to maintain its current insurance covering Seller’s interest in the Property or advise Purchaser promptly of the occurrence of any fire or other casualty affecting the Property. (d) Sell, assign or create any right, title or interest whatsoever in or to the Property (including any so-called “back-up” contracts which are expressly prohibited) or create any voluntary lien, thereon from and after the date of the Title Commitment, other than liens or encumbrances noted in the Title Commitment, without promptly discharging same or otherwise complying with the terms of Section 4.04. (e) Intentionally take any action which would have the effect of violating any of the representations and warranties of Seller contained in this Contract.

Operating Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the calendar quarter ending ____________, ___, that the amounts and calculations made hereunder pursuant to Article VII of the Agreement are true and correct.

Operating Covenants. Recognizing that it is in the best interest of the District and the community for Mesa Valley Education Association, the District 51 administration and the Board of Education to achieve a more effective working relationship, we will continually strive to:

Operating Covenants. The Borrower covenants with the Facility Agent as follows:

Operating Covenants. The Company and the Trust, jointly and severally, hereby covenants and agrees with United and PFC Acquisition that, from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, except with the prior written consent of United and PFC Acquisition, the Company or the Bank will not: (i) Declare or pay any dividends or distributions with respect to any shares of their capital stock, except that the Bank shall declare and pay a dividend to the Company in an amount consistent with past practice; (ii) Borrow any amount or incur or become subject to any liability, except liabilities incurred in the ordinary course of business, but in no event shall the Company or the Bank enter into any long-term borrowings or obligations, other than deposit obligations; (iii) Discharge or satisfy any lien or encumbrance on the properties or assets of the Company or the Bank or pay any liability, other than in the ordinary course of business; (iv) Sell, assign or transfer any tangible assets, except in the ordinary course of business and for fair and reasonable consideration; (v) Amend their Articles of Association or Incorporation or Bylaws; (vi) Cancel any debt or claim or waive any right of value, except in the ordinary course of business and for fair and reasonable consideration; (vii) Repurchase or enter into any agreement to repurchase all or any portion of any loan previously participated to any other financial institution; (viii) Originate any loan which is thereafter participated to another financial institution providing for payment upon default on any basis other than pro rata; (ix) Except in the ordinary course of business and consistent with the Bank's current loan policies and safe and sound banking practices, make or commit to make any further advances on any loan which is either in default or classified, whether such classification is a result of a federal bank regulatory examination or internal classification by the Bank's officers or directors, unless the Bank is under a legal obligation to do so; (x) Except in the ordinary course of business and consistent with the Bank's current loan policies and safe and sound banking practices, release or agree to release any collateral securing any loan, except where the collateral released is replaced by collateral with an equal or greater value or where the Bank is under a legal obligation to do so; (xi) Make, renew or agree to make or renew any loan or advance on any existing loan,...