Interim Matters Clause Samples

Interim Matters. 4.1 OPERATION OF THE ASSETS From the Effective Time until the Closing Date, Vendor covenants that it: (a) has operated and will operate the Assets in a prudent manner and in accordance with Vendor's historical practices, good industry practices, applicable Contracts and Applicable Laws but Vendor, in performing its obligations under subclauses 4.1(a) and 4.1(b), shall not be liable to Purchaser for any economic loss of Purchaser of any kind or nature whatsoever including, without limitation, loss of revenue, loss of profit or loss of opportunity in connection with such operations to the extent it results from any act or omission of Vendor in good faith for the purposes of operating the Assets or the safeguarding of life or property; (b) has maintained and shall maintain Pipeline Substances inventory at levels that are appropriate for the purpose of the Business and consistent with Vendor's historical practices; (c) has not voted and shall not vote in favour or incur any capital expenditure, other than those described in Schedule 2, in respect of the Assets without Purchaser's prior written consent, unless: (i) such expenditure is required in an emergency to protect persons or property; <PAGE> -48- (ii) such expenditure is required to comply with Applicable Law; (iii) such expenditure must be undertaken by Vendor by virtue of the same having been approved by other Persons pursuant to a voting procedure or other provision of an agreement relating to any of the Assets, the effect of which is to require Vendor to advance its share of such capital expenditure; or (iv) Vendor's share of such expenditure is less than US $20,000; (d) has given and shall give Purchaser's employees and advisors all reasonable access to its files and records and operations, accounting and administrative personnel of Vendor in respect of the Business and the Assets as is necessary to permit Purchaser to be ready to take over the Business and the Assets at the Closing Date; (e) has provided and shall provide reasonable physical access to the Facilities and Vehicles to Purchaser's employees and advisors, such access to be at Purchaser's sole risk and expense and, in exercising its rights to access, Purchaser has taken and shall take all reasonable steps so as to minimize any impact on the conduct by Vendor of the Business; (f) has not and shall not, without first obtaining Purchaser's written approval (which shall not be unreasonably withheld or delayed) enter into, or amend the terms o...

Interim Matters. In the period commencing on the Effective Date and ending at Closing, the Corporation and the Subsidiary shall operate and maintain the Assets in a proper and prudent manner in accordance with good industry practices and neither the Corporation nor the Subsidiary shall, without the prior written approval of the Purchaser: a. authorize or make any expenditure in respect of the Assets, other than: i. usual operating expenditures incurred and allocable to the Assets pursuant to existing authorizations and under existing operating agreements with arms' length third parties; ii. capital expenditures required in accordance with good industry practice to a maximum of $25,000 gross expenditures for any single operation; and iii. expenditures required by reason of an emergency event endangering life or property; b. sell, transfer or otherwise dispose of any of the Assets; or c. enter into any transaction not in the ordinary course of business.

Interim Matters. Notwithstanding anything to the contrary herein, the Board may take no action prior to the Closing with respect to the Plan without the approval of at least (i) one director who has been designated by the holders of the outstanding Series A Preferred and (ii) one director who has been designated by the holders of the outstanding Series B Preferred, in accordance with Section 2.1 of the Amended and Restated Stockholders Agreement, dated as of July 10, 1998, by and among the Company, Doubletree Corporation, a Delaware corporation, the ▇▇▇▇▇▇ ▇. Fix Family Partnership, L.P., ▇▇▇▇ ▇. ▇▇▇▇▇▇ and the other entities set forth on the signature pages thereto, as may be amended from time to time (the "Stockholders Agreement").

Interim Matters. From October 14, 2015, through and including the Closing Date, no Loan Party has entered into or permitted any of its Subsidiaries to enter into any agreement in connection with or consummated any merger, acquisition, disposition, business combination, joint venture or other strategic transaction (other than the Acquisition and the other Transactions), in each case without the consent of the Lead Arranger.

Interim Matters. From and after the date of this Agreement, Accuride shall, subject to the terms and conditions otherwise set forth in this Agreement, have management control of the business conducted by the Company. Notwithstanding the foregoing, Accuride agrees that between the date hereof and the Closing Date, that (i) Accuride will, and will cause the Company and the General Partner to (a) conduct the business of the Company and the General Partner in a manner consistent with the ordinary course of the normal day-to-day operations of the Company and the General Partner and consistent with past practice and (b) use its reasonable best efforts to preserve intact the current business organization and corporate structure of the Company and the General Partner, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and/or the General Partner, and (ii) Accuride will not, and will not permit the Company and the General Partner to, in each case without ▇▇▇▇▇▇'▇ prior written consent, take any of the actions identified in Sections 6.4(vi), (vii), (xiii), (xiv), (xv), (xvi) and (xviii) of the Limited Liability Company Agreement.

Interim Matters. After the applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated, each of the Sellers and the Company shall take, and cause to be taken, all required action to appoint up to two observers in a non-voting capacity, designated by Purchaser, to the Board to attend regular, special and telephonic meetings of the Board; provided, however, that such observers shall not be entitled to participate in any meetings of the Board (or the applicable portions thereof) (i) if during such meeting, any transactions or potential transactions between or among the Company and the Purchaser or its Affiliates, are to be considered or acted upon, including with respect to the transactions contemplated by the Transaction Documents, or (if) the Board determines in good faith that attendance by such observers or the receipt by such observer of any information or materials would reasonably be expected to result in a waiver or compromise of attorney-client privilege or noncompliance with any applicable Law. After the Preferred Stock Closing, each of Sellers and the Company shall take, and cause to be taken, all required action to appoint up to two directors, designated by Purchaser, to the Board.

Interim Matters. 4.1 TITLE EXAMINATION, VENDOR’S RECORDS AND ACCESS TO SOLD ASSETS (a) Vendor shall, if and as requested by Purchaser, and as further outlined in clause 4.2: (i) make or cause to be made available for the review of Purchaser, its solicitors, employees and agents (subject to their being covered by a Confidentiality Agreement), Vendor’s records, files and documents directly relating to the Sold Assets, for the purpose of Purchaser’s review of the Sold Assets and Vendor’s title thereto, including the Leases and applicable operating agreements, unit agreements, overriding royalty agreements and production sale contracts (subject to any exclusions identified in Miscellaneous Interests); and (ii) at Purchaser’s cost, risk and expense and upon reasonable notice, allow physical access to the Sold Assets to the extent Vendor has or can reasonably obtain access. 4.2 PURCHASER’S REVIEW Purchaser, at its option, may conduct a review(s) of Vendor’s title to the Sold Assets. Purchaser may from time to time, but no later than 4:00 p.m. (MDT) fifteen (15) Business Days before Closing Date, give notice to Vendor describing in detail all material title defects and irregularities relating to the Sold Assets that, in the reasonable opinion of Purchaser, adversely affect the title of Vendor to the Sold Assets and that Purchaser wants to have remedied (“Title Deficiencies”). Such notice shall specify such Title Deficiencies in detail, the Sold Assets directly affected thereby, and the Purchaser’s requirements for the remedying thereof. Vendor shall use reasonable efforts to promptly remedy the Title Deficiencies specified by Purchaser. Vendor will have until 4:00 p.m. (MDT) on the third Business Day before Closing Date to supply any missing title documentation or to otherwise remedy the Title Deficiencies specified by Purchaser. If all Title Deficiencies are not satisfactorily remedied prior to 4:00 p.m. (MDT) on the third Business Day before Closing Date, Purchaser may elect by giving notice to Vendor prior to 4:00 p.m. on the second Business Day before Closing Date: (i) with the agreement of Vendor, to grant a further period of time within which Vendor may remedy the uncured Title Deficiencies; (ii) subject to clause 4.3, to waive the unremedied Title Deficiencies and proceed with the completion of the transaction contemplated by this Agreement; or (iii) to terminate this Agreement. However, failure of Purchaser to make such election on time shall be deemed to be an election p...

Interim Matters