Interim Operating Covenants definition

Interim Operating Covenants. Before and through the Plan Effective Date, except as set forth in the Restructuring Support Agreement, BCA or Plan or with the written consent of the Required Backstop Parties (not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to: ● operate their business in the ordinary course based on historical practices or otherwise reasonably acceptable to the Required Backstop Parties; and ● use commercially reasonable efforts to keep available the services of their current executive officers and employees and preserve its material relationships with customers, suppliers, lessors, licensors, licensees, distributors and others having material business dealings with the Company or its subsidiaries. Any of the following transactions require approval by the Required Backstop Parties, such approval not to be unreasonably withheld, conditioned or delayed, except for scheduled exceptions to be set forth in the BCA: ● any acquisition, merger with or other change of control of another business or any assets in excess of a threshold to be agreed; ● disposal of any assets with a value in excess of a threshold to be agreed; ● entry into, material amendment or termination of any Material Contract (to be defined in the BCA); ● termination of one or more contracts that, in the aggregate, results in a reduction of $25 million or more of the Company’s revenue on an annualized basis; ● agreement to new employee compensation, new deferred compensation, severance arrangements or termination agreements unless required by contract or for non-executives in the ordinary course of business, in each case other than as contemplated by the Restructuring Support Agreement; ● significant non-maintenance capital expenditures (in an amount to be agreed) not contemplated by the applicable DIP budget; and ● other customary operating covenants to be mutually agreed. Any of the following transactions require approval by the Required Backstop Parties: ● resolution of any claims or issues related to Elk Hills Power other than in a manner consistent with the Restructuring Support Agreement and the Restructuring Term Sheet; and ● amendment, alteration, supplementation, restatement or other modification of any of the Elk Hills Power Agreements (or the course of dealing thereunder), other than as set forth in the Restructuring Support Agreement and the Restructuring Term Sheet.
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Interim Operating Covenants means the covenants and agreements set forth in Section 7.1.
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Examples of Interim Operating Covenants in a sentence

  • Such consent is effective, non-withdrawable and not subject to any condition or the performance of any obligation Interim Operating Covenants SpinCo Assets, Comcast Swapped Assets and Taxable Purchase Assets (to the extent currently owned by Comcast) to be operated by Comcast in the ordinary course of business and pursuant to customary limitations/commitments.

  • Section 4.1. Filings; Other Actions 14 Section 4.2. Reasonable Best Efforts to Close; Amendments to Snap One Merger Agreement 16 Section 4.3. Confidentiality 16 Section 4.4. State Securities Laws 17 Section 4.5. Interim Operating Covenants 17 Section 4.6. Tax Matters 18 Section 4.7. Transfer Restrictions 19 Section 4.8. Board Representation 22 Section 4.9. Preemptive Rights 24 Section 4.10.

  • Other than the Interim Operating Covenants, none of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which, by their terms, contemplated performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing indefinitely or for the period expressly contemplated by its terms.

  • The Interim Operating Covenants shall survive for a period ending on the Release Date.

  • Interim Operating Covenants · Gold will agree to interim operating covenants applicable to the period between signing and closing consistent with Section 4.11 of the Investment Agreement (provided, however, that the effectiveness of the covenants set forth in Section 4.11(a)(ii) and Section 4.11(b) will not extend beyond the one-year anniversary of the Closing).

  • Subject to applicable Law, the relevant Party shall promptly inform the other Party in advance of taking any such action, reasonably consult with and consider in good faith the input of the other Party prior to taking such action and comply with the foregoing and Annex IV (Interim Operating Covenants) to the greatest extent reasonably practicable in taking such action.

  • CLOSING COVENANTS 8 6.1. Maintain Insurance 8 6.2. No Conveyances 8 6.3. Certain Interim Operating Covenants 8 ARTICLE VII.

Related to Interim Operating Covenants

  • PJM Operating Agreement means the Amended and Restated Operating Agreement of PJM or the successor, superseding or amended versions of the Amended and Restated Operating Agreement that may take effect from time to time.

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.

  • Operating Period for any Element of the Project shall mean the period from (and including) the COD of such Element of the Project, up to (and including) the Expiry Date and for the Project, shall mean the period from (and including) the COD of the Project, up to (and including) the Expiry Date;

  • Title V operating permit means a permit issued under Chapter 3745-77 of the Administrative Code.