Operations Generally Clause Samples

Operations Generally. 11.1 With respect to lands subject to the C-M-O carried interest C-M-O shall not be “Joint Operators” under the Operating Procedure, except as otherwise expressly provided herein. C-M-O shall be entitled to vote, however, for the appointment of a Manager Operator under the Operating Procedure as if the C-M-O carried interest were a working interest; provided that the Manager Operator while the C-M-O carried interest is in effect shall be a member of the A-D-P group unless A-D-P otherwise unanimously agrees or unless no member of the A-D-P group fills the position of Manager Operator for a period of thirty (30) consecutive days. 11.2 If C-M-O fails to exercise its vote to join in the appointment of a Manager Operator as aforesaid, the Manager Operator shall be appointed by A-D-P, and each member of the A-D-P group shall have a percentage vote for this purpose pro rata to its working interest as if the working interests of the A-D-P group totaled 100%.

Operations Generally. During the term of this Agreement: (i) Seller will keep, maintain and operate the Property consistent with the previous (as of the Effective Date) normal and commercially reasonable business practices of Seller, and in compliance with the terms of the Lease and applicable law; (ii) Seller will not perform any material alterations or additions to the Property, or any material repairs to the structure of building systems of the Property except in the nature of ordinary maintenance or in the ordinary course of business and in accordance with the terms of the Lease; (iii) Seller shall not apply or consent to any action or proceedings which could have the effect of terminating or changing the licenses, permits and approvals relative to the Property, including without limitation the zoning for the Property; and (iv) promptly upon obtaining written notice of the threat or the institution of any action or proceeding related to the Property, or any portion thereof, or against Seller or Tenant, Seller will notify Buyer of such action or proceeding. More generally, too, Seller shall promptly inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of the Property, whether insured or not. Without limiting the foregoing provisions of this subsection, Seller shall keep the property insurance that Seller is required to maintain pursuant to the terms of the Lease in full force and effect during the term of this Agreement and except as required by law or consented to by Buyer (which consent shall not be unreasonably withheld as to utility easements but otherwise shall be in Buyer’s sole discretion), from the Effective Date until the Closing or sooner termination of this Agreement, Seller shall not permit or enter into any new easements, restrictions, right-of- way agreements, mortgages or other encumbrances on the Property.

Operations Generally. Client will have sole responsibility and authority for Market planning and operations. This means that, subject to and as may be supplemented by additional terms, if any, as set out in Exhibit K, Client will have sole responsibility and authority to: (a) recruit, select, discipline, and remove California certified agricultural producers, artisans, entertainers, nonprofit organizations, and other vendors and providers at the Market (together, “Market Participants”); (b) determine product, service, and entertainment offerings at the Market;

Operations Generally. Client will have sole responsibility and authority for Market planning and operations. This means that Client will have sole responsibility and authority to: (i) recruit, select, discipline and remove farmers, artisans, food purveyors, entertainers, nonprofit organizations and other market participants including any vendors proposed by Licensor from the surrounding community;

Operations Generally. During the Interim Period, the Vendor shall cause the Corporation to conduct its business in substantially the same manner as it currently conducts its business. Without limiting the generality of the foregoing, the Purchaser agrees that, so long as the Corporation determines to do so consistent with its past practices, during the Interim Period the Corporation may initiate, participate in and commit to the drilling, completion, equipping and abandoning of ▇▇▇▇▇; the construction, installation, decommissioning and removal of equipment and facilities and the acquisition of interests in petroleum and natural gas leases and similar instruments. Notwithstanding the foregoing, without the prior approval of the Purchaser, which will not be unreasonably withheld or delayed, except as contemplated by the CNQ Offer, the Corporation will not during the Interim Period : (a) commit to make an acquisition of an interest or interests in one or more petroleum and natural gas leases or similar instruments (whether by purchase, farmin or at a crown sale) if the Corporation reasonably expects that the consideration payable pursuant to such acquisition will exceed $100,000; (b) amend or terminate any contract if such amendment or termination could reasonably be expected to have a Material Adverse Effect, provided that, solely for purposes of this paragraph, the figure "25,000,000.00" in the definition of Material Adverse Effect shall be deemed to be "500,000.00"; or (c) enter into any new employment contract or employee benefit program.

Operations Generally. The parties hereto covenant and agree that Western Plains shall be the operator under the Operating Procedure, subject to the terms thereof, and the parties further expressly covenant and agree that the Company only shall be recognized by the Western Plains as entitled to deal with the Western Plains on behalf of itself and the Participant in respect of all matters arising out of the Operating Procedure, provided that the Company shall, prior to giving notice to the Western Plains of any decision or election on behalf of the parties hereto, consult with the Participant and shall at all times remain obligated to exercise any discretion or right vested in it under the Operating Procedure only in accordance with and subject to the covenants, conditions and further provisions of this Agreement.

Operations Generally