Seller’s Operations. Seller shall conduct its timber cutting and removal under this Agreement in the manner provided in the Timber Contracts and otherwise in a prudent and responsible manner, using generally accepted and sound silvicultural and harvesting procedures and practices in order to protect and preserve in all respects the land upon which said timber is located and any adjoining timber and lands of Owner. Trees shall be cut as low to the ground as practical in accordance with generally acceptable industry standards. Seller shall repair all fences or structures damaged by its operations. Seller shall leave all fire breaks, property lines, running streams and drainage ditches clear of logs, timber, limbs and debris. All oil drums, cans, bottles, cartons, limbing bars, loading decks, abandoned equipment and other debris shall be removed from the Property upon completion of Seller’s harvesting operations at Seller’s expense. If repairs are not made or if the debris is not removed and cleared promptly after notice from Owner, Owner may undertake such repair or removal for Seller’s account, and Seller shall be liable to Owner for any reasonable expenses incurred in repairing or removing same. Seller shall not, under any circumstances, bury any material underground. Seller acknowledges that a higher degree of care is required when the Property is abnormally wet and that such condition may require Seller to stop or interrupt its operations hereunder. Owner reserves the right to suspend Seller’s harvesting operations when Owner reasonably deems significant site damage will result from continued operations; provided that in the event of any such suspension, the Removal Date shall automatically be extended for the same number of days that such suspension was in effect. All timber harvesting operations shall be conducted in compliance with the Best Management Practices (BMP) guidelines of the State of Oregon and in compliance with applicable law.
Seller’s Operations. Except as noted on Schedule 6.2, from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement, Sellers will operate the Business in the ordinary course of business and consistent with the past practices of Sellers and the Business, and Sellers will use their commercially reasonable efforts to: (a) carry on the business and operations of the Business in substantially the same manner as each has heretofore been operated and not make any material change in personnel, operations, finance, accounting policies or real or personal property of the Business, except in the ordinary course of business; (b) perform all of Sellers’ obligations under agreements relating to or affecting the Assets, the Business or the operations of each, including the Assumed Contracts; (c) take all actions necessary and appropriate to render title to the Assets free and clear of all Encumbrances (except for the Assumed Liabilities and Permitted Encumbrances); (d) keep in full force and effect Sellers’ present insurance policies or other comparable insurance; and (e) notify LifePoint Sub immediately upon (i) the occurrence of any event, fact or circumstance that is reasonably likely to result in the breach or inaccuracy of any representation or warranty of Sellers contained in this Agreement, or (ii) the discovery of any event, fact or circumstance from which a reasonable person would conclude that any representation or warranty of Sellers contained in this Agreement was inaccurate or incomplete when made; (f) maintain the Assets and all parts thereof such that they are adequate for the uses to which they are being put and are structurally sound and are in normal operating condition and repair (normal wear and tear excepted); (g) maintain and preserve its business organization with respect to the Business intact, retain its present employees at the Business and maintain its relationship with physicians, medical staff, suppliers, customers and others having business relations with the Business; and (h) permit and allow reasonable access by Employer or its affiliates, prior to closing, to make offers of post-Closing employment conditional on Closing to any of Sellers’ personnel, which personnel shall be allowed to accept such offers without penalty, competing offer or interference, and to establish relationships with physicians, medical staff and others having business relations with Sellers.
Seller’s Operations. From the date hereof until the end of the Transition Period, Seller will (i) continue the routine operation of the Assets operated by Seller in the ordinary course of business; and (ii) operate the Assets operated by Seller in material compliance with all applicable laws and in material compliance with all Leases and contracts described in Schedule A-3.
Seller’s Operations. Seller’s performance of its obligations pursuant to this Agreement shall at all times be subordinate to Seller’s operation of the Landfill and the Collection System as Seller deems necessary or desirable for any reason, including without limitation compliance with Applicable Laws, company policies, and Seller’s general operating guidelines and requirements. Purchaser’s rights, interests, priorities, and activities in purchasing and utilizing Landfill Gas under this Agreement are subordinate to and shall not interfere with Seller’s operations at the Landfill, including without limitation Seller’s operation of the Collection System. At all times during the Delivery and Purchase Term Seller shall have the right to take any action Seller deems necessary or desirable, in Seller’s sole judgment, in connection with the Landfill or the Collection System, without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from the Landfill for sale to Purchaser. Nothing in this Agreement shall prevent Seller from making (or limit Seller’s ability to make) business and operational decisions regarding the Landfill that may affect Landfill Gas production, methane content, or contaminants in the Landfill Gas, including but not limited to decisions concerning the type of waste received, the amount of waste received, the diversion of waste to other landfills or waste conversion applications, the waste filling and covering sequence, measures taken for the control of surface emissions and odors, the minimization of liquids in the waste, or the recirculation of leachate and/or Landfill Gas condensate.
Seller’s Operations. Seller agrees that it will not wind-down, liquidate or otherwise dissolve its corporate (or similar) existence until the termination of each of the Supplier Agreement and the Transition Services Agreement, and the expiration of Seller’s obligations hereunder.
Seller’s Operations. Seller is not participating as an operating or non-operating working interest owner in any wxxxx or units with respect to the Assets to be Acquired.
Seller’s Operations. Except as permitted or contemplated by the Transaction Agreements, from the date hereof until the Effective Time, Sellers agree that they will:
Seller’s Operations. Seller is, and has always been, a holding company with no material operations, other than (a) immaterial operations in connection with its direct or indirect ownership interests in the Company and the Company Subsidiaries and engaging in transactions related to the Seller Common Stock, Seller Options, Seller SARs and Seller Warrants including activities related or incidental thereto and (b) activities in connection with the Transaction (including the Pre-Closing Reorganization). Seller has no material Liabilities or assets other than (i) those Liabilities and assets arising out of its existence or the direct or indirect ownership interests in the Company and the Company Subsidiaries, (ii) Liabilities for Taxes or (iii) arising under its organizational documents. Seller does not, and has never had, any employees (other than officers), leased employees or contractors.
