Common use of Additional Agreements Covenants Rights and Obligations Clause in Contracts

Additional Agreements Covenants Rights and Obligations. (a) Except as provided by this Agreement or the CCA Agreement or as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall and shall cause WOL to: (i) conduct the business and operations of the Contributed Entities in the usual and ordinary course thereof; and (ii) preserve, maintain and protect the assets and operations of the Contributed Entities related thereto as are now being conducted; provided, however, the Contributing Parties shall not, to the extent commercially unreasonable, be required to make any payments or enter into any contractual arrangements or understandings to satisfy the foregoing obligations in this Section 5.1. (b) Except (i) as provided by this Agreement or the CCA Agreement, (ii) as set forth in Disclosure Schedule 5.1(b), or (iii) as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall not (to the extent such action would affect the Contributed Entities), and shall not permit any of the Contributed Entities to: (i) amend its organizational documents; (ii) liquidate, dissolve, recapitalize or otherwise wind up its business; (iii) make any material change in any method of accounting or accounting principles, practices or policies, other than those required by GAAP or Applicable Law; (iv) make, amend or revoke any material election with respect to Taxes; (v) enter into any Material Contract, or terminate any Material Contract or amend any Material Contract in any material respect, in each case, other than in the ordinary course of business; (vi) purchase or otherwise acquire (including by lease) any asset or business of, or any equity interest in, any Person for consideration in excess of $10,000,000 other than in the ordinary course of business; (vii) sell, lease or otherwise dispose of any asset for consideration in excess of $10,000,000 other than in the ordinary course of business; (viii) take any action, refrain from taking any action, or enter into any agreement or contract that would result in the imposition of any Lien (other than Permitted Liens) on any of such Contributed Entity’s assets; (ix) file any material lawsuit; (x) cancel, compromise, waive, release or settle any right, claim or lawsuit other than immaterial rights and claims in the ordinary course of business consistent with past practice; (xi) undertake any capital project in excess of $10,000,000, other than reasonable capital expenditures in connection with any emergency, force majeure events or capital expenditures set forth on Schedule 1.1(a); (xii) merge or consolidate with any Person; (xiii) make any loan to any Person (other than extensions of credit to customers in the ordinary course of business and intercompany loans under Xxxxxxxx’ cash management system in accordance with past practice); (xiv) enter into any transactions with any Contributing Party or its Affiliates, except as contemplated by this Agreement or, in the ordinary course of business, for the provision of natural gas liquids and/or olefins transportation, purchase, marketing or storage services or for the purchase or sale of natural gas or natural gas liquids for fuel or system requirements, in each case, on commercially reasonable terms;

Additional Agreements Covenants Rights and Obligations. (a) Except 5.1 Certain Changes. Other than as provided by this Agreement or set forth on Schedule 5.1, without first obtaining the CCA Agreement or as consented to by written consent of the Partnership PartiesBuyers, during the period from the date of this Agreement through hereof until the Closing Date, the Contributing Parties shall Seller covenants that it will not, and the Seller covenants that it shall cause WOL the Subsidiaries not to: (ia) conduct the business and operations of the Contributed Entities operate their businesses, except in the usual usual, regular and ordinary course thereof; and (ii) preserve, maintain and protect the assets and operations of the Contributed Entities related thereto as are now being conducted; provided, however, the Contributing Parties shall not, to the extent commercially unreasonable, be required to make any payments in all material respects consistent with past practices or enter into any contractual arrangements or understandings to satisfy the foregoing obligations in this Section 5.1. (b) Except (i) as provided by this Agreement or the CCA Agreement, (ii) as set forth in Disclosure Schedule 5.1(b), or (iii) as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall not (to the extent such action would affect the Contributed Entities), and shall not permit any of the Contributed Entities to: (i) amend its organizational documents; (ii) liquidate, dissolve, recapitalize or otherwise wind up its business; (iii) make any material change in any method the conduct of their businesses and operations, or their financial reporting and accounting or accounting principles, practices or policies, other than those required by GAAP or Applicable Lawmethods; (ivb) make, amend or revoke any material election with respect to Taxes; (v) enter into any Material Contract, or terminate any Material Contract or amend any Material Contract in any material respect, in each case, other than in the ordinary course of business; (vi) purchase business consistent with past practices, enter into any Contract or otherwise acquire (including by lease) terminate or amend in any asset or business of, or material respect any equity interest in, any Person for consideration Contract to which the Seller and its Subsidiaries is a party if the value of the Contract is in excess of $10,000,000 50,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of its equity securities, or repurchase, redeem or otherwise acquire any such securities; (d) merge into or with or consolidate with any other corporation or acquire any of the business or assets of any corporation, person or other entity; (e) make any change in their charter documents, bylaws or equivalent governing instruments; (f) purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the Seller and its Subsidiaries, other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of businessbusiness consistent with past practices; (viih) sell, lease or otherwise dispose of any asset for consideration in excess of $10,000,000 their assets other than (i) the sale of their assets in the ordinary course of businessbusiness pursuant to existing contracts and (ii) assets with an aggregate value of not more than $50,000; (viiii) take purchase, lease or otherwise acquire any action, refrain from taking any action, or enter into any agreement or contract that would result in the imposition property of any Lien (kind whatsoever other than Permitted Liens(i) on any of such Contributed Entity’s assets; (ix) file any material lawsuit; (x) cancel, compromise, waive, release or settle any right, claim or lawsuit other than immaterial rights and claims in the ordinary course of business consistent with past practicepractices or (ii) property with an aggregate value of not more than $50,000; (xij) undertake any capital project in excess of $10,000,000, other than reasonable capital expenditures in connection with any emergency, force majeure events or capital expenditures set forth on Schedule 1.1(a); (xii) merge or consolidate with any Person; (xiii) make any loan to any Person (other than extensions of credit to customers in the ordinary course of business and intercompany loans under Xxxxxxxx’ cash management system in accordance consistent with past practice); practices (xivi) enter into any transactions with joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contributing Party Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the Seller or the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person; (k) fail to use reasonable business efforts to renew any material Contract, Permit or Lease to which the Seller or the Subsidiaries is a party on substantially the same terms and conditions; (l) implement or adopt any material change in its Affiliatestax methods, principles or elections; (m) enter into any employment agreement not terminable at will or enter into any collective bargaining or labor agreements; (n) make any change in any of its present accounting methods and practices, except as contemplated required by this Agreement orGAAP; (o) increase the compensation or benefits to any Seller's or the Subsidiaries' Employees or the obligations of the Seller and the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation or consistent with past practice; (p) authorize any capital expenditures except in the ordinary course consistent with past practices; (q) enter into any renewal of businessa contract on terms and conditions, for including economic terms, not substantially the provision same as the pre-existing contract; or (r) commit to do any of natural gas liquids and/or olefins transportation, purchase, marketing or storage services or for the purchase or sale of natural gas or natural gas liquids for fuel or system requirements, in each case, on commercially reasonable terms;foregoing.

Additional Agreements Covenants Rights and Obligations. (a) 5.1 Certain Changes Except as provided by this Agreement set forth in Part 5.1 of the Disclosure Letter or with respect to the CCA Agreement or as consented to by Excluded Assets, without first obtaining the Partnership Partieswritten consent of Energy Partners, during the period from the date of this Agreement through hereof until the Closing Date, the Contributing Parties shall and shall WIES covenants that it will cause WOL WPL not to: (ia) conduct the business and operations of the Contributed Entities makx xxy material change in the usual conduct of its businesses and ordinary course thereof; and (ii) preserveoperations, maintain or its financial reporting and protect the assets and operations of the Contributed Entities related thereto as are now being conducted; provided, however, the Contributing Parties shall not, to the extent commercially unreasonable, be required to make any payments or enter into any contractual arrangements or understandings to satisfy the foregoing obligations in this Section 5.1.accounting methods; (b) Except other than in the ordinary course of business, enter into any contract or agreement that would be defined as a "Contract" hereunder or terminate or amend in any material respect any Contract; (ic) as provided by this Agreement or the CCA Agreementdeclare, (ii) as set forth in Disclosure Schedule 5.1(b)aside .or pay any dividends, or make any distributions, in respect of the WPL LLC Interest, or repurchase, redeem or otherwise acquire any such securities; (iiid) merge into or with or consolidate with any other entity or acquire all or substantially all of the business or assets of any person or other entity; (e) make any change in its charter documents, limited liability company documents, or equivalent governing instruments; (f) purchase any securities of any person or entity, except short term debt securities of governmental entities and banks, or make any investment in any venture or other business enterprise other than as consented required pursuant to by existing Contracts; (g) increase the Partnership Partiesindebtedness of, during or incur any obligation or liability, direct or indirect, for WPL, other than the period from incurrence of liabilities pursuant to existing Contracts or in the date ordinary course of this Agreement through the Closing Datebusiness consistent with past practices; (h) sell, the Contributing Parties shall not (to the extent such action would affect the Contributed Entities), and shall not permit lease or otherwise dispose of any of its assets other than the Contributed Entities to:sale of assets in the ordinary course of business or pursuant to existing Contracts; (i) amend its organizational documents; (ii) liquidatepurchase, dissolve, recapitalize lease or otherwise wind up its business; (iii) make acquire any material change in property of any method of accounting or accounting principles, practices or policies, other than those required by GAAP or Applicable Law; (iv) make, amend or revoke any material election with respect to Taxes; (v) enter into any Material Contract, or terminate any Material Contract or amend any Material Contract in any material respect, in each case, kind other than in the ordinary course of business; (vij) purchase implement or otherwise acquire (including by lease) adopt any asset material change in its tax methods, principles or business of, or any equity interest in, any Person for consideration in excess of $10,000,000 other than in the ordinary course of businesselections; (viik) sellhire any employees, lease or otherwise dispose of enter into any asset for consideration in excess of $10,000,000 other than in the ordinary course of business; (viii) take any action, refrain from taking any action, employment agreement or enter into or amend any agreement collective bargaining or contract that would result in the imposition of any Lien labor agreements (other than Permitted Liens) on any of such Contributed Entity’s assets; (ix) file any material lawsuit; (x) cancel, compromise, waive, release or settle any right, claim or lawsuit other than immaterial rights and claims in the ordinary course of business consistent with past practice; (xi) undertake any capital project in excess of $10,000,000, other than reasonable capital expenditures in connection with any emergency, force majeure events or capital expenditures except as set forth on Schedule 1.1(ain Section 3.12) or adopt, modify or terminate any benefit plan (except as contemplated by Section 3.12); (xii1) merge or consolidate with permit any Person; (xiii) make any loan of its assets to become subjected to any Person (material Lien, covenant, right-of-way or other than extensions similar restriction of credit to customers in the ordinary course of business and intercompany loans under Xxxxxxxx’ cash management system in accordance with past practice)any nature whatsoever; (xiv) enter into any transactions with any Contributing Party or its Affiliates, except as contemplated by this Agreement or, in the ordinary course of business, for the provision of natural gas liquids and/or olefins transportation, purchase, marketing or storage services or for the purchase or sale of natural gas or natural gas liquids for fuel or system requirements, in each case, on commercially reasonable terms;

Additional Agreements Covenants Rights and Obligations. (a) Except 5.1 Certain Changes. Other than as provided by this Agreement set forth on Schedule 5.1 or Schedule 5.5, without first obtaining the CCA Agreement or as consented to by written consent of the Partnership PartiesBuyer, during the period from the date of this Agreement through hereof until the Closing Date, KN Gas covenants that it will not (solely with respect to the Contributing Parties shall KN Gas Assets), and the Sellers covenant that they shall cause WOL the Stock Entities and the Subsidiaries not to: (ia) conduct the business and operations of the Contributed Entities operate their businesses, except in the usual usual, regular and ordinary course thereof; and (ii) preserve, maintain and protect the assets and operations of the Contributed Entities related thereto as are now being conducted; provided, however, the Contributing Parties shall not, to the extent commercially unreasonable, be required to make any payments in all material respects consistent with past practices or enter into any contractual arrangements or understandings to satisfy the foregoing obligations in this Section 5.1. (b) Except (i) as provided by this Agreement or the CCA Agreement, (ii) as set forth in Disclosure Schedule 5.1(b), or (iii) as consented to by the Partnership Parties, during the period from the date of this Agreement through the Closing Date, the Contributing Parties shall not (to the extent such action would affect the Contributed Entities), and shall not permit any of the Contributed Entities to: (i) amend its organizational documents; (ii) liquidate, dissolve, recapitalize or otherwise wind up its business; (iii) make any material change in any method the conduct of their businesses and operations, or their financial reporting and accounting or accounting principles, practices or policies, other than those required by GAAP or Applicable Lawmethods; (ivb) make, amend or revoke any material election with respect to Taxes; (v) enter into any Material Contract, or terminate any Material Contract or amend any Material Contract in any material respect, in each case, other than in the ordinary course of business; (vi) purchase business consistent with past practices, enter into any Contract or otherwise acquire (including by lease) terminate or amend in any asset material respect any Contract to which the Stock Entities and their Subsidiaries is a party or business of, or any equity interest in, any Person for consideration that is included in the KN Gas Assets if the value of the Contract is in excess of $10,000,000 100,000; (c) declare, set aside or pay any dividends, or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than (i) dividends or distributions by the Subsidiaries in the ordinary course of business, (ii) any cash dividends or distributions by the Stock Entities prior to the Closing, (iii) dividends of accounts receivable outstanding as of the Closing Date more than ninety (90) days from the date of the original invoice, (iv) dividend of all of the outstanding equity of Midcon Texas Gas Services Corp., a Delaware corporation and wholly-owned subsidiary of Midcon Gas Products ("MTGS") and (v) dividend of the right with respect to any claims prior to Closing against any producer related to the Storage Gas Deficiency; (viid) merge into or with or consolidate with any other corporation or acquire any of the business or assets of any corporation, person or other entity; (e) make any change in their charter documents, bylaws or equivalent governing instruments; (f) purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the Stock Entities and their Subsidiaries, other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; (h) sell, lease or otherwise dispose of any asset for consideration in excess of $10,000,000 their assets other than (i) the sale of their assets in the ordinary course of businessbusiness pursuant to existing contracts, (ii) assets with an aggregate value of not more than $50,000, (iii) any Excluded Assets by KN Gas and (iv) all of the outstanding equity of MTGS; (viiii) take purchase, lease or otherwise acquire any action, refrain from taking any action, or enter into any agreement or contract that would result in the imposition property of any Lien (kind whatsoever other than Permitted Liens(i) on any of such Contributed Entity’s assets; (ix) file any material lawsuit; (x) cancel, compromise, waive, release or settle any right, claim or lawsuit other than immaterial rights and claims in the ordinary course of business consistent with past practicepractices or (ii) property with an aggregate value of not more than $100,000, and (iii) Excluded Assets by KN Gas; (xij) undertake any capital project in excess of $10,000,000, other than reasonable capital expenditures in connection with any emergency, force majeure events or capital expenditures set forth on Schedule 1.1(a); (xii) merge or consolidate with any Person; (xiii) make any loan to any Person (other than extensions of credit to customers in the ordinary course of business and intercompany loans under Xxxxxxxx’ cash management system in accordance consistent with past practice); practices (xivi) enter into any transactions with joint venture, partnership or other similar arrangements; (ii) terminate or amend any Contributing Party Contract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the KN Gas Assets or the assets and properties of the Stock Entities or the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other person; (k) fail to use reasonable business efforts to renew any material Contract, Permit or Lease which is part of the KN Gas Assets or to which the Stock Entities or the Subsidiaries is a party on substantially the same terms and conditions; (l) implement or adopt any material change in their tax methods, principles or elections; (m) enter into any employment agreement not terminable at will or enter into any collective bargaining or labor agreements; (n) make any change in any of its Affiliatespresent accounting methods and practices, except as contemplated required by this Agreement orGAAP; (o) increase the compensation or benefits of any of the Continued Employees or the obligations of the Stock Entities and the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation or consistent with past practice; (p) authorize any capital expenditures except in the ordinary course consistent with past practices; (q) enter into any renewal of businessa contract on terms and conditions, for including economic terms, not substantially the provision of natural gas liquids and/or olefins transportationsame as the pre-existing contract; (r) other than in response to an emergency situation, purchase, marketing lease or storage services otherwise acquire any equipment necessary to comply with any Environmental Laws or for requirement of any Governmental Authority not described on Schedule 5.1; or (s) commit to do any of the purchase or sale of natural gas or natural gas liquids for fuel or system requirements, in each case, on commercially reasonable terms;foregoing.