Future Operations Sample Clauses
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Future Operations. (a) From the date of this Agreement until the Closing or earlier termination Agreement:
(i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement;
(ii) Seller will perform all Seller's obligations under the Contracts and Leases. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled upon thirty (30) days' prior written notice.
(iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices.
(b) Except with respect to the proposed lease with CDG, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreement. Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed; provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall...
Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will (a) keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted, and (b) promptly advise Purchaser of any litigation, arbitration or administrative hearing condemnation or damage or destruction concerning the Property arising or threatened of which Seller has written notice.
Future Operations. In the event of a relinquishment under Article 5.12, the Ministry may perform or cause to be performed any Petroleum Operations with respect to any Discovery so relinquished without any compensation or indemnification to the Contractor, provided, however, that it will not interfere with the Petroleum Operations undertaken by the Contractor in the part of the Contract Area retained by the Contractor, if any. The Ministry will be permitted to use (free of charge) all facilities and equipment of the Contractor that are not used for continuing Petroleum Operations. If so requested by the Ministry, the Contractor will take charge of all continuing operations on terms and for a fee to be agreed between the Ministry and the Contractor.
Future Operations. In the event the Division of Mass Transit, Broward County, Florida, throughout the term of this contract should implement operations out of another work base station, the following conditions will apply: Prior to assignment of personnel covered under this Agreement, negotiations will be reopened regarding this Article of the current Agreement to consider methods of implementing seniority. This Article is not to be construed as intent to reopen any other Article or Section in the Agreement.
Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement:
Future Operations. (a) Following the Closing through December 31, 2020 (the “Earnout Period”), the Company and its Subsidiaries shall, and the Purchaser and its Affiliates shall cause the Company and its Subsidiaries to, operate, in good faith in accordance with the business plan and practices of the Company and its Subsidiaries in effect prior to the Closing with the existing executives of the Company and its Subsidiaries, and to continue to engage in financing activities so as to obtain and maintain resources for working capital, capital requirements and other business needs at a level consistent with past practices, and shall not make, accelerate or defer any payments or expenditures or accelerate or defer receipt of any revenues, or otherwise take, agree to take, not take or agree not to take any action, different from the ordinary course past practices of the Company and its Subsidiaries prior to the Closing and in each case in a manner that would be reasonably expected to adversely affect the Company’s Gross Revenue or Adjusted EBITDA for the year ended December 31, 2019, the Company’s Adjusted EBITDA for the year ended December 31, 2020 or the amount of any Earnout Payment payable or potentially payable to Seller. In addition, during the Earnout Period, the Company and its Subsidiaries shall not, and the Purchaser and its Affiliates shall cause the Company and its Subsidiaries not to:
(i) (A) effect any dividend or distribution of any portion of the cash of the Company and its Subsidiaries, (B) enter into any intercompany loans or similar arrangements with Purchaser or any Affiliates of the Purchaser or (C) enter into any intercompany arrangements or transactions with Purchaser or any other Affiliates of the Purchaser on pricing on terms other than arm’s-length terms, in each case that would reasonably be expected to adversely affect the Company’s Gross Revenue or Adjusted EBITDA for the year ended December 31, 2019, the Company’s Adjusted EBITDA for the year ended December 31, 2020 or the amount of any Earnout Payment payable or potentially payable to Purchaser;
(ii) (A) incur any Indebtedness or other Liabilities except for such Indebtedness or Liabilities as relate to the operation of the Company and its Subsidiaries, or (B) incur any Indebtedness or other Liabilities on behalf of the Purchaser or any of its Affiliates with respect to any business other than that of the Company and its Subsidiaries;
(iii) transfer, convey, license or otherwise dispose of any rights...
Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement:
(a) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement and continue to lease in the ordinary course of business consistent with Seller's past practice with respect to the Property;
(b) Seller will perform all Seller's obligations under the Contracts. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract which cannot be cancelled upon thirty (30) days prior written notice.
Future Operations. In the event of a relinquishment under Article 5.12, the Ministry may perform or cause to be performed any petroleum operations with respect to any Discovery so relinquished without any compensation or indemnification to the Contractor, provided, however, that it shall not interfere with the Petroleum Operations undertaken by the Contractor in the part of the Contract Area retained by the Contractor, if any. The Ministry shall be permitted to use (free of charge) all facilities and equipment in the relinquished Discovery area of the Contractor that are not used for continuing Petroleum Operations in accordance with Article 51 of the Petroleum Regulations, Ministerial Order Number 4/2013, dated June 20 2013, as may be amended. If requested by the Ministry all continuing operations may be undertaken by the Contractor, if so agreed, for a fee and on terms to be agreed between the Ministry and the Contractor.
Future Operations. From the Effective Date (as hereinafter defined) until the Closing or earlier termination of this Agreement, Seller shall (i) keep and maintain the Property in substantially its condition as of the date of this Agreement, casualty and reasonable wear and tear excepted, (ii) continue to operate the Property in substantially the same manner as it was operated by Seller prior to the Effective Date, (iii) continue to perform its obligations under the Leases and Contracts in accordance with their terms, and (iv) not subject the Property to any additional liens or encumbrances without Purchaser's approval. Until the Closing or earlier termination of this Agreement, Seller shall not, without the prior written consent of Purchaser, modify, enter into or renew any Contract which would bind a successor owner of the Property. Until the Closing or earlier termination of this Agreement, Seller shall not lease any space in the Improvements or amend or terminate any existing Lease, except on terms and conditions and with tenants approved by Purchaser. Purchaser hereby approves the terms and conditions of, and the tenants under, the leases (and amendments) described in the schedules attached as Exhibits H-2 and H-3 hereto. No future approval of such leases, amendments or terminations shall be unreasonably withheld or delayed notwithstanding any contrary provision in this Agreement. All costs and expenses incurred and paid by Seller under any such approved lease entered into after Purchaser's execution hereof shall be paid by Purchaser in accordance with Section 6.6(b) hereof.
Future Operations. Following the Closing (including during the Earnout Period), the Purchaser and its Affiliates, including the Target Companies, will be entitled to operate their respective businesses based upon the business requirements of the Purchaser and its Affiliates. Each of the Purchaser and its Affiliates, including the Target Companies, will be permitted, following the Closing (including during the Earnout Period), to make changes at their sole discretion to their operations, organization, personnel, accounting practices and other aspects of their business, including actions that may have an impact on the Adjusted Net Income and the ability of the Company Shareholders to earn the Earnout Shares, and neither the Company Shareholders nor any other Person will have no right to claim the loss of all or any portion of an Earnout Shares or other damages as a result of such decisions; provided, that the Purchaser shall comply with the terms of the Amended Charter.