Operating Covenants of the Company. The Company will comply with the following covenants with respect to each Aircraft or the related Airframe or any related Engine, as applicable:
Operating Covenants of the Company. From the date of this Agreement until the Effective Time, except (x) as expressly required by or pursuant to (A) this Agreement or (B) any Law or Governmental Permit, or (y) with Parent’s prior written consent, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and (B) use Reasonable Best Efforts (which shall for purposes of this Section 5.1 include incurring or causing the incurrence of expenses or payment obligations consistent with the Company’s (or any of its Subsidiaries’, as applicable) ordinary course and past practice) to preserve intact its business organization and goodwill and satisfactory relationships with Governmental Authorities, material suppliers, landlords, lessors, licensors, licensees, distributors and other third parties and to keep available the services of its current officers and key employees. In addition to and without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except (1) as expressly required by or pursuant to (A) this Agreement or (B) any Law or Governmental Permit or (2) with Parent’s prior written consent:
Operating Covenants of the Company. From the date hereof until the Effective Time, except (x) as expressly required or contemplated by this Agreement or any Contract in effect as of the date hereof (a true, correct and complete copy of which has been made available to Parent), (y) as consented to in writing by Parent or (z) as set forth in the Company Disclosure Letter, the Company will, and will cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and (B) use reasonable best efforts to preserve intact its business organization and goodwill and relationships with material customers, suppliers, licensors, licensees, distributors and other third parties. In addition to and without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (1) as expressly required or contemplated by this Agreement or any Contract in effect as of the date hereof (a true, correct and complete copy of which has been made available to Parent), (2) as consented to in writing by Parent (which consent shall not, except in the case of clauses (i), (ii) and (v), be unreasonably withheld, delayed or conditioned) or (3) as set forth in the Company Disclosure Letter:
Operating Covenants of the Company. During the period from the date of this Agreement to the Closing, unless otherwise expressly contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Letter or required by applicable Law or unless Buyer gives its prior written consent, Sellers shall cause the Company to, (1) conduct its businesses only in, and not take any action except in, the ordinary course of business, in a manner consistent with past practice and in compliance with applicable Laws (including by making payments due and owing under the Engineering, Procurement and Construction Contract, dated March 10, 2006, between Alstom Power Inc. and the Company for construction and installation of a baghouse), (2) preserve substantially intact its business organization, to preserve its assets and properties in good repair and condition and to preserve its present relationships with Governmental Authorities, customers, suppliers and other Persons with which it has business relations and use reasonable best efforts to keep available the services of the present officers and key Sellers Employees and (3) in the ordinary course of business make those capital expenditures contemplated in Section 5.1–A of the Disclosure Letter, to the extent commercially reasonable, and any amounts due and owing in respect thereof shall be paid as and when due and owing. In furtherance and not in limitation of the foregoing, during the period from the date of this Agreement to the Closing, Sellers agree that the Company shall not directly or indirectly do, or propose, authorize or commit to do, any of the following, and with respect to Section 5.1(g), Sellers shall not directly or indirectly do any of the following, in each case unless otherwise expressly contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Letter or without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed:
Operating Covenants of the Company. 1. Any cash that is restricted by the terms of the Credit Agreement from use in the day to day operating of the Company (and that is categorized as “Restricted Cash” on the Company’s balance sheet), but is available to satisfy certain of its obligations, may be distributed by the Company prior to or simultaneously with the Closing.
Operating Covenants of the Company. From the date of this Agreement until the Effective Time, except (a) as expressly required or permitted by this Agreement, (b) as set forth in Section 5.1 of the Company Disclosure Letter, (c) as required by applicable Law or (d) as consented to in writing by Parent, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice and (ii) use commercially reasonable efforts to preserve intact its business organization and goodwill and satisfactory relationships with Governmental Authorities, material customers, suppliers, licensors, licensees, distributors, agents, appraisers, historians, landlords, lessors and other third parties and to keep available the services of its current officers and key employees. In addition to and without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except (a) as expressly required or contemplated by this Agreement, or (b) as consented to in writing by Parent:
Operating Covenants of the Company. Pursuant to the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time and three business days following the closing of the Offer, the
Operating Covenants of the Company. From the date hereof until the Contribution Closing, except (x) as expressly required or contemplated by this Agreement or (y) as consented to in writing by Liberty (which consent shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and (B) use reasonable best efforts to preserve intact its business organization and goodwill and relationships with material customers, suppliers, licensors, licensees, distributors and other third parties and to keep available the services of its current officers and key employees. In addition to and without limiting the generality of the foregoing, from the date hereof until the Contribution Closing, except (1) as expressly required or contemplated by this Agreement, or (2) as consented to in writing by Liberty (which consent shall not, except in the case of clause (ii), be unreasonably withheld, delayed or conditioned):
Operating Covenants of the Company
