Conduct of Business Relating to the Purchased Assets Sample Clauses

Conduct of Business Relating to the Purchased Assets. (a) Except as required by law, any Governmental Authority or the Management Agreement, or as described in Schedule 6.1 or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, Seller (i) shall operate the Purchased Assets in the ordinary course consistent with Good Utility Practices, (ii) shall use Commercially Reasonable Efforts to preserve intact the Purchased Assets and preserve the goodwill and relationships with customers, suppliers and others having business dealings with Seller with respect to the Purchased Assets, (iii) shall maintain the insurance coverage described in Section 4.9 or other insurance reasonably equivalent thereto, (iv) shall comply in all material respects with all applicable laws, rules and regulations relating to the Purchased Assets, including, without limitation, all Nuclear Laws and Environmental Laws, and (v) shall continue to implement in accordance with Good Utility Practices and in conformity with all applicable legal requirements Seller's Y2K Plan. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or the Management Agreement, or as described in Schedule 6.1, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, Seller will not with respect to the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 7.1, during the period from the date of this Agreement to the Closing Date, the Sellers will operate the Purchased Assets and related businesses in the usual, regular and ordinary course consistent with good industry practice and shall use all commercially reasonable efforts to preserve intact the Purchased Assets and the businesses related thereto, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with them. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 7.1, prior to the Closing Date, without the prior written consent of the Buyer, the Sellers will not with respect to the Purchased Assets and related businesses:
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Conduct of Business Relating to the Purchased Assets. (a) Except ---------------------------------------------------- as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, Sellers will operate the Purchased Assets in the ordinary course of business consistent with the past practices of Sellers or their Affiliates and with Good Utility Practices and shall use all Commercially Reasonable Efforts to preserve intact the Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described in Schedule 6.1 or as required under applicable law or by any Governmental Authority, E-44 between the date hereof and the Closing Date, without the prior written consent of Buyer, Sellers shall not with respect to the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. Seller (1) shall operate the Purchased Assets in the ordinary course of business consistent with the past practices of Seller and consistent with Good Utility Practices, (2) shall use all Commercially Reasonable Efforts to preserve intact such Purchased Assets, and use Commercially Reasonable Efforts to preserve the goodwill and relationships with its customers, suppliers and others having business dealings with it with respect to the Purchased Assets, (3) shall maintain the insurance coverage described in Article 17 of the Power Supply Agreement, consistent with past practices of Seller and with Good Utility Practices, (4) shall maintain all books, records, files, working papers, correspondence, memoranda and other documentation relating to the Purchased Assets consistent with past practices of Seller and with Good Utility Practices, and (5) shall comply with all applicable Laws relating to the Purchased Assets, including, without limitation, all Environmental Laws, except where the failure to so comply would not be reasonably expected to result in a Material Adverse Effect with respect to the Purchased Assets. Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, or (y) required under applicable Law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, Seller shall not with respect to the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. Except to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice, shall use Commercially Reasonable Efforts to preserve intact the Purchased Assets and preserve the goodwill and relationships with customers, employees, suppliers and others having business dealings with it with respect thereto, shall maintain the insurance coverage described in Section 4.9 and shall comply with all applicable laws, rules and regulations relating to the Purchased Assets. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, Seller will not with respect to the Business or the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. Except as set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated by this Agreement or any Additional Agreement, or to the extent Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing Date, Seller shall operate the Purchased Assets in the ordinary course of business consistent with the past practices of Seller and in accordance with Good Utility Practices, and shall use all Commercially Reasonable Efforts to preserve intact the Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, vendors, suppliers, employees and others having business dealings with the Seller. Without limiting the generality of the foregoing, and, except as set forth on Schedule 6.1, as required for Seller to comply with applicable Law, as contemplated by this Agreement or any Additional Agreement, or to the extent Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed), between the date hereof and the Closing Date, Seller shall not, with respect to the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. Except (i) in connection with or as a result of any matter listed or described on any Schedule to the Seller Disclosure Letter; (ii) as expressly contemplated by this Agreement; or (iii) to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice; shall use reasonable efforts to preserve intact the Purchased Assets
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Conduct of Business Relating to the Purchased Assets. Except (i) in ---------------------------------------------------- connection with or as a result of any matter listed or described on any Schedule; (ii) as expressly contemplated in this Agreement as described in Schedule 6.1 or (iii) to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice; shall use reasonable efforts to preserve intact the Purchased Assets and the assets of CHP and preserve the goodwill and relationships with customers, employees, suppliers and others having business dealings with it and with CHP with respect thereto; and shall maintain the insurance coverage described in Section 4.11. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement or as described above, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, Seller will not, and will not permit CHP, with respect to the Business (including CHP) or the Purchased Assets:
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Conduct of Business Relating to the Purchased Assets. 43 6.2 Access to Information 45 6.3 Public Statements 48 6.4 Expenses 48 6.5 Further Assurances 48 6.6 Consents and Approvals 50 6.7 Fees and Commissions 52 6.8 Tax Matters 52 6.9 Advice of Changes 60 6.10 Employees 60 6.11 Risk of Loss 65 6.12 Additional Covenants of Buyer 66 6.13 Additional York Haven Covenants 67 ARTICLE VII 67 7.1 Conditions to Obligations of Buyer 67 7.2 Conditions to Obligations of Seller 71 7.3 Zoning Condition Adjustments 73 ARTICLE VIII 74 8.1 Indemnification 74 8.2 Defense of Claims 77 ARTICLE IX 79 9.1 Termination 79 9.2 Procedure and Effect of No-Default Termination 80 ARTICLE X 80 10.1 Amendment and Modification 80 10.2 Waiver of Compliance; Consents 80 10.3 No Survival 81 10.4 Notices 81 10.5 Assignment 82 10.6 Governing Law 83 10.7 Counterparts 83 10.8 Interpretation 83 10.9 Schedules and Exhibits 83 10.10 Entire Agreement 83 10.11 Bulk Sales Laws 84 10.12 U.S. Dollars 84 10.13 Zoning Classification 84 10.14 Sewage Facilities 84 PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT, dated as of October 29, 1998, by and between Metropolitan Edison Company, a Pennsylvania corporation ("Met-Ed" or "Seller"), and Sithe Energies, Inc., a Delaware corporation ("Buyer"). Seller and Buyer are referred to individually as a "Party," and collectively as the "Parties."
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Related to Conduct of Business Relating to the Purchased Assets

  • Covenants Relating to Conduct of Business During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

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