Operation of Assets. Seller shall:
Operation of Assets the operation of the party’s assets;
Operation of Assets. The Company shall: -------------------
Operation of Assets. From and after the Closing Date, and until such time as all Environmental Permits for the Assets have been transferred to the Partnership and its Subsidiaries in accordance with Section 6.2, the Partnership and its Subsidiaries shall be allowed to operate the Assets under any Western Party’s existing Environmental Permits. This is intended by the Parties to be an interim, temporary measure.
Operation of Assets. (a) Except as set in Section 6.6(b), below, until the Closing, Seller or EXUS (i) will continue to operate and administer the Assets in a good and workmanlike manner, (ii) will not, without the prior written consent of Buyer, commit to any operation, or services of related operations, reasonably anticipated by Seller or EXUS to require future capital expenditures by the owner of the Assets in excess of $20,000, or make any capital expenditures in excess of $20,000 except for matters set forth on Schedule 4.12, or terminate, materially amend, execute or extend any material agreements affecting the Assets, (iii) will maintain generally insurance coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (iv) will use commercially reasonable efforts to maintain in full force and effect all Leases, (v) will maintain all material governmental permits and approvals affecting the Assets, (vi) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any Assets except for sales and dispositions of oil and gas production made in the ordinary course of business consistent with past practices, and (vii) will not enter into, assign, terminate or amend, in any material respect, any Contract or any other contract or agreement by which the Properties are bound. Buyer's approval of any action restricted by this Section 6.6 shall be considered granted within 10 days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller's written notice) of Seller's notice to Buyer requesting such consent unless Buyer notifies Seller to the contrary during that period. In the event of an emergency, Seller may take such action as a prudent operator would take and shall notify Buyer of such action promptly thereafter.
Operation of Assets. Between the date hereof and the Closing Date, the Contributor will take such action as may be necessary to cause the Company to (A) operate its business only in the usual, regular, and ordinary manner consistent with such entity’s prior practice and (B) maintain its books of account and records in the usual, regular, and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years. Except as otherwise permitted hereby, from the date hereof until the Closing Date, the Contributor shall not take any action or fail to take any action the result of which would (1) have a material adverse effect on the Assets, the Contributor’s Assets, the Property, the Hotel or the Acquiror’s ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted or (2) would cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.
Operation of Assets. Seller will continue to participate with the operator of the Assets according to the ordinary and usual course of business reasonably consistent with past and current practices until date of closing.
Operation of Assets. Seller will continue to operate the Assets according to the ordinary and usual course of business reasonably consistent with past and current practices until date of closing. Seller covenants and agrees that from and after sixty (60) days prior to the execution of this Agreement and until the Closing Date, Seller has utilized, and shall continue to utilize, all of its cash on hand and all funds received by Seller to attempt to satisfy any and all operating and business expenses incurred in the ordinary course of business, including any expenses attributable to the Assets and any and all other liabilities and accounts payable of the Seller attributable to the Assets, including but not limited to all amounts owed to PetroQuest and reimbursement to Buyer for all accrued and unpaid interest owing to TCW prior to Closing (the “Pre-Closing Liabilities”). In no event shall Pre-Closing Liabilities include any amounts due by Seller to any officer, director or shareholder of Seller or any party or entity affiliated with any officer, director or shareholder of Seller, except to the extent payment of such amounts are consistent with previous business practices (such as salaries and/or any royalty obligations). Seller covenants and agrees that from and after sixty (60) days prior to the execution of this Agreement and until the Closing Date, Seller has not and will not distribute any of its cash on hand or any funds received by Seller to any officer, director or shareholder of Seller or any party or entity affiliated with any officer, director or shareholder of Seller, except to the extent payment of such amounts are consistent with previous business practices (such as salaries and/or any royalty obligations).
Operation of Assets. (i) Except as set forth on Schedule 6.1 of the Company Disclosure Letter, as expressly permitted by this Agreement, as may be required by applicable Law or otherwise consented to by Purchaser in writing, Seller agrees, from and after the Execution Date until the Closing, except as expressly contemplated by this Agreement or as expressly consented to in writing by Purchaser, that it shall cause the Company to operate as a reasonable and prudent operator (and, for purposes of Section 10.2(b) but not for purposes of Section 8.2(c), in compliance, in all material respects, with all Laws, the terms and conditions of the Company Leases and Company Contracts), and otherwise in the ordinary course of business. Without limiting the generality of the foregoing and except as otherwise expressly required by this Agreement or the Capital Plan or otherwise consented to by Purchaser in writing, during the period from the Execution Date to the Closing, Seller shall cause the Company to:
Operation of Assets. Prior to the Closing Date, Seller agrees, unless specifically waived by Buyer in writing, to: (a) Notify Buyer of any notice or threatened notice of which Seller becomes aware relating to any default, inquiry into any possible default, or action to alter, terminate, rescind or procure a judicial reformation of any of the Assets or any provision thereof; (b) Pay timely all royalty, costs and expenses incurred by it in connection with the Assets; (c) Not enter into any material new agreements or amend or terminate any material existing agreements relating to the Assets; (d) Not encumber, sell, or otherwise dispose of any of the Assets (other than in the ordinary course of business); (e) Other than as recommended by Buyer, not to abandon any well included in the Assets or release or abandon any portion of the Assets; and (f) Not waive, compromise or settle any material right or claim that would materially adversely affect the ownership or operation of the Assets after the Closing Date.
