Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Parent will not enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Parent and its officers and employees, will comply with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
Operation Pending Closing. On and after execution hereof and ------------ ------------------------- until the Effective Time, Subsidiary will not, Subsidiary Shareholders will not, and Subsidiary Shareholders will not cause Subsidiary to, enter into any transaction or perform any act that would constitute a material adverse breach of the representations, warranties or agreements contained herein and Subsidiary Shareholders and Subsidiary and its officers and employees will comply, and Subsidiary Shareholders will cause Subsidiary to comply, with all applicable material provisions of this Reorganization Agreement. On and after execution hereof and until the Effective Time:
Operation Pending Closing. With respect to the Marketing Assets, between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Marketing Sites, without Purchaser's approval. Notwithstanding the foregoing, Seller may close any service station temporarily to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Marketing Sites between the Effective Date and the Closing Date.
Operation Pending Closing. Between the Effective Date and the Closing Date, Seller shall not permanently close any of the service stations on the Properties, without the approval of Purchaser, except for any termination or nonrenewal of any Fee & Lease Dealer Agreement for any reason permitted by the PMPA. Notwithstanding the foregoing, Seller may close any service station temporarily to change the franchisee at the Property, and to repair or rebuild the improvements therein. Seller will use reasonable commercial efforts to maintain the current operations on, and the repair and maintenance of, the Properties between the Effective Date and the Closing Date.
Operation Pending Closing. From the date of execution of this Agreement through the Closing Date, Seller will conduct its Business only in the ordinary course and consistent with past practice, will maintain its assets in at least as good order and condition as existed on the date of this Agreement, and will comply with all laws, rules and regulations applicable to their businesses or assets.
Operation Pending Closing. During the Executory Period, Seller hereby covenants and agrees that Seller shall:
Operation Pending Closing. Except (i) as otherwise expressly contemplated by this Agreement, (ii) with the prior written consent of Buyer, (iii) as prohibited or restricted by the Bankruptcy Code or other applicable Laws or by the terms and provisions of any debtor in possession financing agreement entered into in the Bankruptcy Case (the “DIP Agreement”), or (iv) as described on Schedule 8.1 attached hereto and incorporated herein by this reference, from the date hereof until the earlier of the termination of this Agreement or the Closing Date, the Sellers shall use commercially reasonable efforts to: (a) conduct the Sale Property and Assumed Liabilities in the usual and ordinary course taking into account the Bankruptcy Case, applicable bankruptcy Law, and the Orders of the Bankruptcy Court in respect of the Bankruptcy Case, and shall timely satisfy, through the Closing, all post-Petition Date obligations arising under any Potential Assigned General Contract that is permitted or required to satisfy under the Bankruptcy Code or any Order of the Bankruptcy Court, and shall not (except as expressly authorized by Buyer, in writing) seek to reject any such Contract, and (b) use commercially reasonable efforts to preserve intact the Sale Property and the Assumed Liabilities, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations. Further, without Buyer’s written consent, which shall not be unreasonably withheld or delayed, Sellers shall not: (i) terminate (other than by expiration), or amend or modify (other than by automatic extension or renewal) in any material respect any Assigned General Contract or Potential Assigned General Contract relating to the Sale Property; (ii) settle or compromise any pending or threated material Litigation that could give rise to Liabilities of the Business that are not Excluded Liabilities; (iii) sell, assign, license, transfer, convey, lease, surrender, relinquish or otherwise dispose of any material portion of the Sale Property, other than pursuant to existing Contracts; (iv) subject any portion of the Sale Property that is material to the Business to any Interests; (v) accelerate the collection of, discount or compromise, or factor, sell or otherwise transfer any of the Accounts Receivable that arose from the sale of Products in the 30 days prior to the date of this Agreement or that arise ...
Operation Pending Closing. During the Executory Period, Seller shall operate, maintain and manage the Property in a manner substantially consistent with Seller's past practices.
Operation Pending Closing. Pending the Closing, Whitewing shall expend no monies other than that which is reasonable and necessary or required by law to maintain its charter in good standing, to comply with requirements of law, to retain its integrity as a public company, and to maintain its Officers and Directors insurance policy in force.
Operation Pending Closing. Prior to the Closing, Seller shall operate and maintain the Property substantially in accordance with Seller's past practices for the previous 12 months. Seller shall not enter into any new lease with respect to the Property prior to the Closing. Seller shall not enter into any contract with respect to the Property prior to the Closing if such contract would bind Buyer after the Closing, unless Buyer consents to such contract. Without the prior written consent of Buyer, which will not be unreasonably withheld or delayed, Seller will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date which could affect the Property following the Closing.
