Operating Covenants Clause Samples

Operating Covenants. Recognizing that it is in the best interest of the District and the community for Mesa Valley Education Association, the District 51 administration and the Board of Education to achieve a more effective working relationship, we will continually strive to:

Operating Covenants. The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

Operating Covenants. Seller agrees to operate and maintain the Property prior to the Closing in a manner consistent with its current operating procedures, and shall not, without the prior written consent of Purchaser, do any of the following: (a) Enter into any contract affecting and binding on the Real Property (other than leases which are subject to clause (b) below) that will not be fully performed by Seller on or before the Closing Date or that will not be susceptible of cancellation by Purchaser on or after the Closing Date upon thirty (30) days or less prior written notice, without cost or liability to Purchaser, or amend, modify or supplement any existing contract (other than leases which are subject to clause (b) below) or agreement in any material respect. (b) Enter into any new lease or amend, modify, supplement or terminate any existing lease without Purchaser’s consent; except that Seller shall enter into a third amendment to lease with the Tenant the substance of which is not materially different than the draft third amendment to lease delivered to Purchaser prior to the date hereof and which contains the items set forth in Section 9.05(f) without Purchaser’s consent. (c) Seller agrees to notify Purchaser in the event that Seller becomes aware that the Tenant is not maintaining insurance and also agrees to promptly notify Purchaser in the event of an occurrence of any fire or other casualty affecting the Property. (d) Sell, assign or create any right, title or interest whatsoever in or to the Property (including any so-called “back-up” contracts which are expressly prohibited) or create any voluntary lien, thereon from and after the date of the Title Commitment, other than liens or encumbrances noted in the Title Commitment, without promptly discharging same or otherwise complying with the terms of Section 4.04. (e) Intentionally take any action which would have the effect of violating any of the representations and warranties of Seller contained in this Contract.

Operating Covenants. From the Execution Date until the Closing or, if earlier, the termination of this Agreement as contemplated hereby, except (t) as required by this Agreement or any other Transaction Document, (u) as required by any lease, Contract, or instrument listed on any Annex, Disclosure Schedule or Schedule, as applicable, (v) as required by any Applicable Law or any Governmental Authority (including by order or directive of the Bankruptcy Court or fiduciary duty of the board of managers of any Seller or its Affiliates) or any requirements or limitations resulting from the Bankruptcy Cases, (w) to the extent related solely to Excluded Assets and/or Excluded Liabilities, (x) for renewal of expiring insurance coverage in the Ordinary Course of Business, (y) for emergency operations or (z) as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed): (a) Sellers will: (i) subject to any Bankruptcy Court order to the contrary, operate the Assets in the Ordinary Course of Business; (ii) maintain or cause its Affiliates to maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) give written notice to Buyer as soon as is practicable of any material damage or casualty to or destruction or condemnation of any Asset of which Sellers have Knowledge; (iv) use reasonable best efforts to maintain insurance coverage on the Assets in the amounts and types described on Disclosure Schedule 3.10; and (v) use commercially reasonable efforts to maintain or cause its Affiliates to maintain all Permits (including Environmental Permits) required for the operation of the Assets as presently conducted; and (b) no Seller shall: (i) sell, lease or otherwise transfer any Asset, or otherwise voluntarily divest or relinquish any right or asset, other than (A) sales or other dispositions of materials, supplies, machinery, equipment, improvements or other personal property or fixtures in the Ordinary Course of Business which have been replaced with an item of substantially equal suitability and (B) dispositions of Excluded Assets; (ii) enter into any material Contract that if entered into prior to the Execution Date would be required to be listed in Disclosure Schedule 3.05(a) other than (A) Contracts of the type described in Section 3.05(a)(iii) and Section 3.05(a)(viii) entered into in the Ordinary Course of Business (provided tha...

Operating Covenants. Seller agrees to maintain the Property prior to the Closing in a manner consistent with its current operating procedures, and shall not, without the prior written consent of Purchaser, do any of the following: (a) Enter into any contract affecting the Property that will not be fully performed by Seller on or before the Closing Date or that will not be susceptible of cancellation by Purchaser on or after the Closing Date upon thirty (30) days or less prior written notice, without cost or liability to Purchaser, or amend, modify or supplement any existing contract (other than leases which are subject to clause (b) below) or agreement in any material respect. (b) Enter into any new lease. (c) Fail to maintain its current insurance covering Seller’s interest in the Property or advise Purchaser promptly of the occurrence of any fire or other casualty affecting the Property. (d) Sell, assign or create any right, title or interest whatsoever in or to the Property (including any so-called “back-up” contracts which are expressly prohibited) or create any voluntary lien, thereon from and after the date of the Title Commitment, other than liens or encumbrances noted in the Title Commitment, without promptly discharging same or otherwise complying with the terms of Section 4.04. (e) Intentionally take any action which would have the effect of violating any of the representations and warranties of Seller contained in this Contract.

Operating Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the calendar quarter ending ____________, ___, that the amounts and calculations made hereunder pursuant to Article VII of the Agreement are true and correct.

Operating Covenants. From the date of this Agreement until the Effective Time, unless Dai-ichi otherwise consents in writing (which will not be unreasonably withheld, delayed or conditioned) or except as set forth in Section 6.01 of the Protective Disclosure Letter or as otherwise expressly provided for in this Agreement, Protective will, and will cause each of the Protective Subsidiaries to, conduct its business in the ordinary course of business consistent with past practices, and will use its reasonable best efforts to preserve intact its business organization and goodwill and relationships with all Governmental Authorities, customers, suppliers, business associates, distributors, strategic and joint venture partners and others having business dealings with it, to keep available the services of its current officers and key employees and to maintain its current rights and franchises, in each case, consistent with past practices. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 6.01 of the Protective Disclosure Letter or as otherwise expressly provided for in this Agreement or as required by applicable Law, from the date of this Agreement until the Effective Time, without the prior written consent of Dai-ichi (which will not be unreasonably withheld, delayed or conditioned), Protective will not, and will not permit any Protective Subsidiary to: (a) amend or modify any of the Constituent Documents of Protective (as amended as provided in Section 4.04(b)) or any Protective Subsidiary; (b) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property) in respect of any of its Securities, other than dividends or distributions (i) by wholly-owned Protective Subsidiaries to another such Protective Subsidiary or to Protective or (ii) regular quarterly cash dividends by Protective consistent with past practices to holders of Common Stock, which will not exceed $0.24 per share per calendar quarter; (c) split, combine or reclassify any of its Securities or issue or authorize the issuance of any other Securities or Equity Rights in respect of, in lieu of, or in substitution for, its Securities, other than issuances of shares of Common Stock in connection with the exercise of Equity Rights that are outstanding on the date of this Agreement or granted thereafter in accordance with Section 6.01(e)(i); (d) repurchase, redeem or otherwise acquire or settle any Securities or Equity Rights of ...

Operating Covenants. Borrower shall (x) provide evidence of initial commercial production of renewable diesel by July 14, 2023 (the “Commercial Operations Date”) and (y) agrees to complete, or cause all the Project Milestones to be completed and submitted (as applicable) not later than the dates set forth Schedule 6.18; provided that the Lenders and the Borrower agree to use commercially reasonable efforts to agree to reasonable extensions to the Commercial Operations Date and any remaining Project Milestone should the Commercial Operations Date or Project Milestones become unachievable due to causes, in each case, which (i) are directly related to the achievement of the Commercial Operations Date and/or the relevant Project Milestone, whether related to the operation of the Mobile Refinery or the Renewable Diesel Project and (ii) are beyond Borrower’s or any other Loan Party’s control, including, but not limited, to: (a) Acts of God, lightning, epidemics, pandemics (including, without limitation, COVID-19), floods, fires, earthquakes, other natural disasters, explosions or storm; transportation difficulties, unplanned outages, breakdown of necessary equipment, power outages, strikes, lockouts or other industrial disturbances; (b) wars, invasions, boycotts, terrorist activities, or any law, rule, order or action of any court or instrumentality of the federal, state or local government or any foreign government; and (c) exhaustion, reduction, or unavailability or delay in delivery of any material or product necessary in the manufacture of renewable diesel.

Operating Covenants. The Merger Agreement provides that, except as expressly permitted or contemplated by the Merger Agreement, as required by applicable laws or regulations or as consented to by Parent in writing, during the period from the date of the Merger Agreement until the Effective Time, NetSuite will, and will cause each of its Subsidiaries to, conduct its business in the ordinary course, consistent with past practice, and use its commercially reasonable efforts to: • preserve intact its intellectual property, business organization and material assets; • keep available the services of its directors, officers and employees; • maintain in effect all of its governmental authorizations; and • maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors and others having business relationships with NetSuite. The Merger Agreement also provides that, without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by the Merger Agreement or as required by applicable law or regulations, NetSuite will not, nor will it permit any of its Subsidiaries to, do any of the following without the prior written consent of Parent: • amend or waive NetSuite’s or any of its Subsidiaries’ certificate of incorporation, bylaws or other comparable charter or organizational documents (whether by merger, consolidation or otherwise); • declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any agreement for the voting of, any capital stock of NetSuite or any of its Subsidiaries, other than dividends and distributions by a direct or indirect wholly owned subsidiary of NetSuite to its parent (except distributions under the ESPP in the ordinary course and for distributions resulting from the settlement or exercise of NetSuite Compensatory Awards); • split, combine or reclassify any capital stock of NetSuite or any of its Subsidiaries; • except in connection with NetSuite Compensatory Awards or the ESPP, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of NetSuite or any of its subsidiaries; • purchase, redeem or otherwise acquire any (i) shares of capital stock or voting securities or other Equity Interests (as defined below) of NetSuite or any Subsidiary of NetSuite, (ii) securities of NetSuite or any of its Subsidiaries convertible i...