LAWFUL OPERATIONS; USE Sample Clauses

LAWFUL OPERATIONS; USE. Lessee will not permit any Item of Equipment to be maintained, used or operated in violation of any law, rule, regulation, airworthiness directive or order of any government or governmental authority having jurisdiction (domestic or foreign, including, without limitation, any United States law, rule or regulation governing United States manufactured or owned aircraft), or in violation of any airworthiness certificate, license or registration relating to any Item of Equipment issued by any such authority. In the event that any such law, rule, regulation, airworthiness directive, order, certificate, license or registration requires addition to or modification or alteration of the Equipment, Lessee shall conform therewith at its expense and shall maintain the same in proper condition for operation under such laws, rules, regulations, airworthiness directives, orders, certificates, licenses or registrations. Lessee will not cause or permit any Equipment to be flown or transported to any airport or country if so doing would cause Lessor or any United States owner of such Equipment to be in violation of United States laws, rules, regulations or decrees. Without limiting the foregoing, Lessee shall use the Equipment solely in its commercial operations for which it is duly licensed. Lessee shall ensure that the Aircraft is at all times operated by, and under control of, qualified and duly licensed pilots employed by Lessee, with proper ratings; provided, however, qualified pilots that are contracted to Lessee, but are not employees of Lessee, may conduct ferry flights and maintenance test flights of the Aircraft. Lessee agrees not to cause or permit any person under any circumstance to cause the Aircraft or any Engine to be (i) operated or used for any purpose for which such Item of Equipment was not designed and reasonably suited, or (ii) operated or used at any time for any illegal purpose or in any illegal manner. Lessee further agrees that it will not use or permit the use of the Aircraft for the carriage of: (i) whole animals, living or dead, except in the cargo compartments according to I.A.T.A. regulations, and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal; (ii) acids, toxic chemicals, other corrosive materials, explosives, nuclear fuels, nuclear wastes, or any nuclear assemblies or components, except as permitted for cargo under the "Restriction of Goods" schedule iss...
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LAWFUL OPERATIONS; USE. Lessee will not permit any Item of Equipment to be maintained, used or operated in violation of any law, rule, regulation, airworthiness directive or order of any government or governmental authority having jurisdiction (domestic or foreign, including, without limitation, any United States law, rule or regulation governing United States manufactured or owned aircraft), or in violation of any airworthiness certificate, license or registration relating to any Item of Equipment issued by any such authority. In the event that any such law, rule, regulation, airworthiness directive, order, certificate, license or registration requires addition to or modification or alteration of the Equipment, Lessee shall conform therewith at its expense and shall maintain the same in proper condition for operation under such laws, rules, regulations, airworthiness directives, orders, certificates, licenses or registrations. Lessee will not cause or permit any Equipment to be flown or transported to any airport or country if so doing would cause Lessor or any United States owner of such Equipment to be in violation of United States laws, rules, regulations or decrees. Without limiting the foregoing, Lessee shall use the Equipment solely in its commercial operations for which it is duly licensed. Lessee shall ensure that the Aircraft is at all times operated by, and under control of, qualified and duly licensed pilots employed by or seconded to Lessee, with proper ratings. Lessee agrees not to cause or permit any person under any circumstance to cause the Aircraft or any Engine to be (i) operated or used for any purpose for which such Item of Equipment was not designed and reasonably suited or (ii) operated or used at any time for any illegal purpose or in any illegal manner. Lessee further agrees that it will not use or permit the use of the Aircraft for the carriage of: (i) whole animals, living or dead, except in the cargo compartments according to I.A.T.A. regulations, and except domestic pet animals carried in a suitable container to prevent the escape of any liquid and to ensure the welfare of the animal; (ii) acids, toxic chemicals, other corrosive materials, explosives, nuclear fuels, nuclear wastes, or any nuclear assemblies or components, except as permitted for cargo under the "Restriction of Goods" schedule issued by I.A.T.A. from time to time and provided that all the requirements for packaging or otherwise contained therein are fulfilled; (iii) any other goods, ma...
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LAWFUL OPERATIONS; USE. 23 5.3 Maintenance................................................ 24 5.4
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LAWFUL OPERATIONS; USE. Lessee will not permit any item of Equipment to be maintained, used or operated in violation of any law, rule, regulation or order of any government or governmental authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, unless (a) Lessee could not reasonably have known of such violation in advance or prevented it through commercially reasonable efforts or (b) the validity thereof is being contested in good faith and by appropriate proceedings, but only so long as, (i) such proceedings do not involve the likelihood of the sale, forfeiture or loss of any item of Equipment or interest therein, and (ii) such violation will not subject Lessor or Beneficiary to any criminal liability. Lessee shall base and use the Equipment solely in its commercial airline operations, and shall not use or permit the use of any item of Equipment for any purpose for which such item of Equipment is not designed and reasonably suitable.
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LAWFUL OPERATIONS; USE 
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Related to LAWFUL OPERATIONS; USE

  • Lawful Operations, etc Each Credit Party and each of its Subsidiaries: (i) holds all necessary foreign, federal, state, provincial, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business and own its properties; and (ii) is in full compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including, without limitation, applicable requirements of Environmental Laws, except for any failure to obtain and maintain in effect, or noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Business Operations Company and Shareholders shall operate the Business and use the Assets in the ordinary course. Company and Shareholders shall not enter into any lease, contract, indebtedness, commitment, purchase or sale or acquire or dispose of any capital asset relating to the Business or the Assets except in the ordinary course of business. Company and Shareholders shall use their best efforts to preserve the Business and Assets intact and shall not take any action that would have an adverse effect on the Business or Assets. Company and Shareholders shall use their best efforts to preserve intact the relationships with payors, customers, suppliers, patients and others having significant business relations with Company. Company and Shareholders shall collect its receivables and pay its trade payables in the ordinary course of business. Company and Shareholdes shall not introduce any new method of management, operations or accounting.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Operation of the Escrow (a) Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Amount (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “UMB Bank, N.A., as Escrow Agent for Apollo Realty Income Solutions, Inc.” Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent as described above shall be returned to the Dealer Manager or the Selected Dealer who submitted such Instrument of Payment. When the Selected Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Selected Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Selected Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed Internal Revenue Service (“IRS”) Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Selected Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, the Transfer Agent, the Company, the Dealer Manager or a Selected Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A (List of Subscribers). The Transfer Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or the Selected Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with this Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Transfer Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Transfer Agent shall delete the appropriate account from the records maintained by the Transfer Agent. The Transfer Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information:

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