Petro Clause Samples

Petro. The employees and personnel employed by Petro for the operation of the Travel Plaza will be eligible to participate, and Petro may make available to them, such employee welfare and benefit plans of Petro as Petro offers employees at "Petro Stopping Centers" which it owns and operates. All responsibilities or liabilities which the Company may have under the Employee Retirement Income Security Act of 1974, the Code or otherwise with respect to such employee welfare and benefit plans, or other similar plans, that Petro has in effect from time to time shall be solely that of Petro, and Petro shall indemnify, defend and hold harmless the Company and TRC and its officers, directors and Affiliates against such responsibilities and liabilities. Notwithstanding the foregoing sentence, the Company shall reimburse Petro for the full cost to Petro of contributions on behalf of the employees employed at the Travel Plaza, made or properly made while such employees are employed at the Travel Plaza and with respect to services rendered at the Travel Plaza, upon Petro submitting to the Company such documentation of the costs as the Company shall reasonably require.

Petro. Canada shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) amend Petro-Canada’s constating documents or amend in any material respects the constating documents of any of its Subsidiaries; (ii) except in relation to internal transactions solely involving Petro-Canada and its wholly-owned Subsidiaries or among such Subsidiaries, declare, set aside or pay any dividend or other distribution or payment in cash, shares or property in respect of its shares owned by any Person, except regular quarterly dividends to holders of Petro-Canada Shares in an amount consistent with past practice; (iii) except in relation to internal transactions solely involving Petro-Canada and its wholly-owned Subsidiaries or among such Subsidiaries, issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares of Petro-Canada or any of its Subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of Petro-Canada or any of its Subsidiaries, other than Petro-Canada Shares issuable pursuant to the terms of outstanding Petro-Canada Options and convertible securities and other than option grants in the ordinary course of business consistent with past practice; (iv) split, consolidate, redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of Petro-Canada or any of its Material Subsidiaries; or (vii) enter into, modify or terminate any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;

Petro. Canada shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) sell, pledge, dispose of or encumber any assets of Petro-Canada or any of its Subsidiaries with a value individually or in the aggregate exceeding $75 million; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof or make any investment either by purchase of shares or securities, contributions of capital (other than to wholly owned Subsidiaries) or purchase of any property or assets of any other individual or entity with a value individually or in the aggregate exceeding $75 million; (iii) incur any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or make any loans or advances, except in the ordinary course of business consistent with past practice, for refinancing existing debt on commercially reasonable terms given market conditions at the applicable time or in relation to internal transactions solely involving Petro-Canada and its wholly-owned Subsidiaries or among such Subsidiaries; (iv) pay, discharge or satisfy any claims, liabilities or obligations (including any regulatory investigation) which are material to the business of Petro-Canada, other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Petro-Canada’s most recently publicly available financial statements as of the date hereof or incurred in the ordinary course of business consistent with past practice; (v) release or relinquish, or authorize or propose to do so, any contractual right which is material to the business of Petro-Canada; (vi) waive, release, grant or transfer any rights of value or modify or change any existing license, lease, contract or other document which is material to the business of Petro-Canada, other than in the ordinary course of business consistent with past practice; (vii) enter into or terminate any ▇▇▇▇▇▇, swaps or other financial instruments or like transaction that are not authorized or permitted pursuant to the Mandate, Policy and Guidelines for Derivatives Trading Activity of Petro-Canada (a copy of which has been provided to Suncor on or prior to the date hereof);...

Petro. Canada shall use its reasonable commercial efforts (taking into account insurance market conditions and offerings and industry practices) to cause its current insurance (or re-insurance) policies, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, except where such cancellation, termination or lapse would not individually or in the aggregate be material to Petro-Canada, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, notwithstanding the foregoing, Petro-Canada shall maintain in force its Political Risk Insurance Policy dated December 9, 2004 (PRI-40-023265E) and its Political Risk Insurance Policy dated October 1, 2004;

Petro. All such renewed contracts, and all such additional contracts not so rejected by Petro at Closing shall become part of the Scheduled Contracts, shall be assigned to Petro and shall be assumed by Petro as part of this transaction except as noted in the list of Scheduled Contracts. None of the rights under the Scheduled Contracts will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by Petro after the Effective Time of Closing without the authorization, consent, approval, Permit or licenses of, or filing with, any other Person. The term “Person” as used herein shall mean an individual, partnership, joint venture, corporation, bank, trust, unincorporated organization or a Governmental Body.