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:
Operating Covenants. The Merger Agreement provides that, except as expressly permitted or contemplated by the Merger Agreement, as required by applicable laws or as consented to by Parent in writing, during the period from the date of the Merger Agreement until the Effective Time, the Company 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 the Company. 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, the Company 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 the Company’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 in respect of, or enter into any agreement for the voting of, any capital stock of the Company or any of its Subsidiaries, other than certain inter-company transactions and distributions (except for distributions resulting from the vesting or exercise of Company Compensatory Awards); • split, combine or reclassify any capital stock of the Company or any of its Subsidiaries; • except in connection with Company Compensatory Awards, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of the Company or any of its Subsidiaries; Table of Contents • purchase, redeem or otherwise acquire any (i) shares of capital stock or voting securities or other Equity Interests (as defined below) of the Company or any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company or any Subsidiary of the Co...
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. 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 Trustee as follows:
Operating Covenants. The Borrower covenants with the Facility Agent as follows:
Operating Covenants. The Issuer covenants with the parties as follows:
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):
Operating Covenants. 48 8.1 Insurance.....................................................................................48 8.2 Operation of Property.........................................................................48
