Operating Covenants Clause Samples

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 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. 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. 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. 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. 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. Buyer shall have the right to operate the business of the Company (including the Business) in the manner it deems appropriate and has no obligation to operate the business of the Company (including the Business) to maximize the Earnout Amount. Buyer will have the right to make any business decisions relating to the Company, including capital expenditures, distribution arrangements, procurement decisions, pricing of products and services and compensation of employees, that Buyer in good faith determines is in the best interest of the Company, its Affiliates and their stockholders. Notwithstanding the foregoing provisions of this Section 1(j), Buyer agrees that it will not take any action with respect to the Business or the Company, the purpose of which is to minimize the Earnout Amount. In addition, during the Earnout Period, Buyer shall, and shall cause the Company to, act in good faith and use commercially reasonable efforts to: (i) allow representatives designated by Seller to (A) review and retain copies of all books and records, documents and work papers related to such operations, (B) interview management of the Company and its Affiliates as reasonably requested and (C) discuss such operations with a representative designated by Buyer; provided, however, that any such review or discussion shall be done in such a manner so as not to unreasonably interfere with the normal conduct of Buyer’s or the Company’s business; (ii) cause the Company to remain in material compliance with all applicable Laws; (iii) operate the business and maintain adequate records of the Company in a manner that will allow EBITDA to be calculated on a stand alone basis separate from the operations of Buyer and its other Affiliates; (iv) refer (or cause to be referred) to the Company all new projects and contracts of Buyer and its Subsidiaries that relate to the Business as conducted by the Companies on the Closing Date; (v) not divert or direct to any of Buyer’s other Affiliates customer projects, sales or orders that relate to the Business as conducted by the Companies on the Closing Date; (vi) not change the Company’s fiscal year or accounting policies until its obligations under this Section 1 have been satisfied, unless required by GAAP or otherwise agreed to by Buyer and Seller; and (vii) from the Effective Date until the end of the Earnout Period, maintain the Company as a separate subsidiary of Buyer or one of its Subsidiaries and not dissolve or liquidate the Company.

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

Operating Covenants. Seller agrees to operate and maintain the Property prior to the Closing in a manner consistent with its current operating procedures and applicable legal requirements and, after the Effective Date, shall not, without the prior written consent of Purchaser (not to be unreasonably withheld or delayed), do any of the following: (a) Enter into any contract with respect to Seller’s ownership of 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 or agreement in any material respect. (b) Enter into any lease (other than the Natrol Leases at the Closing) or amend, modify, supplement or terminate the ▇▇▇▇▇▇ Lease or any other existing lease. (c) Fail to maintain Seller’s current policies of 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) Until Purchaser terminates this Contract for any reason other than Seller’s default, sell, assign or create any right, title or interest whatsoever in or to the Property (excluding execution any so-called “backup contracts” or letters of intent which are expressly made subordinate to this Contract, but not otherwise) or create or permit to exist any lien, encumbrance or charge thereon, other than liens or encumbrances noted in the Title Report, without promptly discharging same or otherwise complying with the terms of Section 4.04. (e) Take any action, or omit to take any action, which action or omission would have the effect of violating in any material respect any of the representations and warranties of Seller contained in this Contract.