Interim Control Clause Samples
The Interim Control clause establishes temporary measures or authority over certain assets, operations, or processes during a transitional period, such as between contract signing and closing. In practice, this clause may grant one party the right to oversee or manage specific activities to ensure continuity, compliance, or protection of value until a final agreement or handover occurs. Its core function is to maintain stability and safeguard interests during periods of change, minimizing risks associated with uncertainty or lack of oversight.
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Interim Control. Upon the execution of this Agreement, and continuing throughout the interim period until Closing (the "Interim"), the Buyer shall enter into immediate possession of the Companies, and Seller shall cause Larr▇ ▇▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Bruc▇ ▇▇▇▇▇▇▇▇▇ ▇▇ be elected and they shall remain directors (the "Directors") of each of the Companies during the Interim. The Directors shall have the authority and the responsibility to manage the day-to-day operations and activities of the Companies, but only in the ordinary course of business and in a manner not inconsistent with this Agreement, including, but not limited to Section 5B(d). It is understood and agreed that in no event shall the Companies make contributions (capital or otherwise) to Tennessee Mining, Inc. ("TMI") that would cause the TMI Contribution (as defined below) limits to be exceeded.
Interim Control. Unless and until the Indemnifying Party (if any) is determined with respect to any particular Action, the Party subject to such Action shall have the right to defend and control such Action, but shall not have the right to consent to the entry of any judgment or enter into any settlement with respect to the Action for which it would be seeking indemnification or reimbursement hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).
Interim Control. 1 (c) Pre-Closing Distributions................ 2 (d) Working Capital Statement................ 2 (e) Excess Working Capital................... 2 (f) Disputes................................. 3 (g) Access................................... 3 (h) Tennessee Mining, Inc.................... 3 2.Closing......................................... 4 3.
Interim Control. Unless and until the Indemnifying Party (if any) is determined with respect to any particular Action, the Party subject to such Action shall have the right to defend and control such Action, but shall not have the right to consent to the entry of any judgment or enter into any settlement with respect to the Action for which it would be seeking indemnification or reimbursement hereunder without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.