Operational Covenants Sample Clauses

Operational Covenants. Without the prior written consent of Shareholder, which shall not be unreasonably withheld, PainCare shall not, prior to the conclusion of the third Formula Period: (a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a material adverse effect on the Formula Period Profits; (b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that are reasonably necessary in light of the Surviving Corporation’s results of operation; (c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a material adverse effect on the Formula Period Profits; (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a material adverse effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; The parties hereby acknowledge and agree that the foregoing covenants in this Section 9.9 shall become null and void and of no further force or effect if the Formula Period Profits of the Survi...

Operational Covenants. The Borrower shall cause MDF to ensure that: (a) the Project is implemented in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with international standards.

Operational Covenants. Unless Parent otherwise consents in writing (which consent may not be unreasonably withheld, delayed or conditioned) and except as otherwise contemplated or permitted by this Agreement, prior to the Closing the Company Group shall use reasonable best efforts to operate its businesses in the ordinary course of business; provided that, nothing contained in this Agreement shall: (x) give Parent, directly or indirectly, the right to control or direct in any manner the operations of the Company Group; (y) prohibit or restrict the Company Group’s ability to make withdrawals or borrow funds under any current credit facility; or (z) restrict the ability of the Company Group to declare and pay any cash dividends which is payable prior to the Adjustment Time, or pay (or make provision for payment in respect of) any outstanding fees, costs, expenses, debts or other liabilities of the Company Group, in each case, prior to the Closing. In furtherance of the foregoing, other than in the ordinary course of business and except as set forth on Schedule 6.1 or the extent contemplated or required by this Agreement, prior to the Closing, PCP and the Company Group will not without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed): (i) issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants therefor; (ii) declare or pay any dividend that will be payable after the Adjustment Time; (iii) split, combine, subdivide or reclassify or redeem any Common Shares or Units; (iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary; (v) implement any facility closings or reductions in force that could implicate WARN; (vi) adopt a plan of complete or partial liquidation or dissolution; (vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to Taxes; (viii) make any material change to any accounting methods, except as required by changes in GAAP or applicable law or as recommended by the Company Group’s independent accountants; (ix) grant any ma...

Operational Covenants. The Borrowers covenant with the Agent (for the benefit of the Finance Parties) that, at all times, during the Facility Period they shall: (a) maintain the registration of the Vessels under a Pre-Approved Flag or under such other flag as may be approved by the Agent, in writing, such approval not to be unreasonably withheld or delayed, and maintain the registration of the Mortgages at the relevant ship registries, and shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages at any one time would or might be defeated or imperilled; (b) not knowingly cause or permit the Vessels to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Vessels; (c) maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled to the highest class applicable to vessels of their type with a Pre-Approved Classification Society; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) submit the Vessels on a regular basis to all periodical or other surveys as the classification society in which the Vessels are entered may require and at the request of the Agent provide the Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent of any substantial change in the structure of the Vessels or any other modification which might involve material alteration to the Vessels provided that they shall not without the prior written consent of the Agent, cause or permit to be made any change or modification which may result in a change to the type of the Vessels; (g) promptly notify the Agent of any change of the name or port of registry of the Vessels; (h) not permit or allow to occur any discharge, release, leak, migration or other escape of any Environmentally Sensitive Ma...

Operational Covenants the Borrower shall and shall cause each other Loan Party to carry on and conduct its business and keep, maintain and operate its assets and properties in accordance with good industry and business practice;

Operational Covenants. (a) The ASP agrees to own the Contract Facility from and after the Contract Date and to operate and maintain the Contract Facility from and after the Service Commencement Date, in each case, in accordance with the terms of this Agreement, Good Engineering and Operating Practices, and meeting all relevant requirements of the Market Rules, the Distribution System Code, the Transmission System Code, the ASP’s Connection Agreement, in each case, as applicable, and all other Applicable Laws. (b) The ASP agrees to participate in the IESO-Administered Markets for the Term of this Agreement.

Operational Covenants. The Borrower shall cause Uzbekenergo to ensure that (a) the Project facilities are installed in accordance with design specifications and construction norms; and (b) construction supervision, quality control and contract management are performed in accordance with best international industry practices. The Borrower shall cause Uzbekenergo to install, equip, operate, maintain and manage the Project facilities in compliance with applicable standards and best international practices.

Operational Covenants. The undertakings in this Clause 22 (Operational Covenants) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Operational Covenants. The Sub-Lessee hereby covenants and agrees with the Standby Purchaser that with effect from the Delivery Date, the Sub-Lessee shall observe and perform in favour of the Standby Purchaser all of its obligations in relation to the operation of the Equipment as are set out in clause 10 of the Standby Sub-Lease, as if such clause were set out in extenso herein. 13 Title and ownership of the Equipment 13.1 Title During the Standby Lease Period the Equipment shall at all times be the property of and belong to the Standby Purchaser. Nothing in the Transaction Documents shall have effect or be deemed to have effect to pass title or beneficial ownership of the Equipment or any part thereof or interest to the Lessee, the Sub-Lessee or Enterprise or other Field Contractor except the right to use the Equipment upon the terms and conditions contained in this Agreement and/or the Standby Sub-Lease and/or the applicable Field Contract.