Conduct of Energy Supply Business Pending the Closing Sample Clauses

Conduct of Energy Supply Business Pending the Closing. (a) Following the date of this Agreement and prior to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 10.01 (the “Termination Date”), except (i) as may be consented to in writing by RJS (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as expressly required or permitted by this Agreement or any Other Transaction Document, (iii) as set forth in the enumerated subsections of Section 7.01(c) of the Parent Disclosure Letter or (iv) as otherwise required by applicable Law, each of Parent, the New Entities and Energy Supply covenants and agrees that, with respect to its operation of the Energy Supply Business and the members of the Energy Supply Group, Parent and each of its Subsidiaries and the members of the Energy Supply Group shall use commercially reasonable efforts to (A) conduct the Energy Supply Business and the business of the New Entities and operate and maintain the Energy Supply Assets in the ordinary course of business consistent with past practice and in accordance with Prudent Operating Practice, and (B) maintain in effect and comply with all existing material Permits in all material respects and to comply in all material respects with Laws applicable to the Energy Supply Business or the members of the Energy Supply Group; provided, however, that no action by Parent, the New Entities or Energy Supply with respect to any matter specifically addressed by any provision of Section 7.01(c) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.
Sample 1
AutoNDA by SimpleDocs

Related to Conduct of Energy Supply Business Pending the Closing

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • 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 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 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 by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • 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 PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • 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.

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.