Common use of Affirmative Covenants Regarding Operation of the Businesses Clause in Contracts

Affirmative Covenants Regarding Operation of the Businesses. (a) The Parent hereby covenants and agrees that, prior to the Closing, unless otherwise contemplated by this Agreement or approved in writing by a member of the Senior Management Team and an officer of the Acquiror, it will cause each Holding Company and each Transfer Company (other than the Non-Controlled Entities): (i) To operate in the usual and ordinary course consistent with past practices and consistent with the Capital Budgets and Development Budgets included in Schedule 7.02(d) of the Parent’s Disclosure Letter; (ii) to use commercially reasonable efforts to preserve substantially intact their business organization and goodwill, to maintain their rights, privileges and immunities, to retain the services of their key employees (subject to work force requirements and compliance with the Parent’s normal employee policies) and to maintain their relationships with their customers, regulators, and suppliers; (iii) to use commercially reasonable efforts consistent with past practice to maintain and to keep their properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with past practice; (iv) to use commercially reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained as provided in Schedule 5.08(a) and (b) to the Parent’s Disclosure Letter; (v) to use commercially reasonable efforts to maintain in full force and effect all existing Authorizations pursuant to which they operate and to obtain timely any additional Authorizations or renewals thereof to the extent Material to their ongoing operations; and (vi) to comply substantially with all applicable Legal Requirements. (b) The Parent agrees that, prior to the Closing, unless otherwise contemplated by this Agreement or approved in writing by a member of the Senior Management Team and an officer of the Acquiror, the Parent will use its commercially reasonable efforts to cause each Non-Controlled Entity to conduct its business affairs in accordance with the provisions of clauses (i) through (vi), inclusive, of subsection (a) of this Section 7.01. In this regard, the Acquiror acknowledges that each of the Non-Controlled Entities is not under the direct or indirect control of the Parent. (c) The Acquiror also acknowledges that in the ordinary course of business prior to the date of this Agreement a member of the Senior Management Team would approve specifically or through delegated authority all significant actions by the Parent with respect to the Transfer Companies. Notwithstanding anything to the contrary in this Section 7.01 or in Section 7.02, the Parent may, after providing written notice to the Acquiror, implement more stringent internal approval requirements with respect to the Businesses prior to Closing and such internal approval requirements shall not constitute a violation of Sections 7.01 or Section 7.02.

Affirmative Covenants Regarding Operation of the Businesses. (a) The Parent and the Seller, jointly and severally, hereby covenants covenant and agrees agree that, prior from the date hereof to the ClosingClosing Date, unless except as set forth in Schedule 8.01(a) to the Parent's Disclosure Letter, as otherwise contemplated by this Agreement or as approved in writing by a member of the Senior Management Team and an officer of the Acquiror, it they will cause each Holding member of each Company and each Transfer Company Group (other than the any Non-Controlled EntitiesEntity): (i) To to operate in the usual and ordinary course consistent with past practices and consistent with the Capital Budgets and Development Budgets included in Schedule 7.02(d) of the Parent’s Disclosure Letterpractices; (ii) to use all commercially reasonable efforts to preserve substantially intact their its business organization and goodwill, to maintain their its rights, privileges and immunities, to retain the services of their its key employees (subject to work force requirements and compliance with the Parent’s 's normal employee policies) ), to perform in all material respects the Principal Contracts to which it is a party and to maintain their its relationships with their its customers, regulators, and suppliers; (iii) to use all commercially reasonable efforts consistent with past practice to maintain and to keep their its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with past practice; (iv) to use all commercially reasonable efforts to keep maintain in full force and effect insurance insurance, performance bonds, bank guarantees and bonds comparable in amount and scope letters of coverage to that currently maintained as provided in Schedule 5.08(a) and (b) credit to the Parent’s Disclosure Letterextent consistent with the ordinary course of business consistent with past practice; (v) to use all commercially reasonable efforts to maintain in full force and effect all existing Authorizations pursuant to which they operate and to obtain timely any additional Authorizations or renewals thereof to the extent Material to their its ongoing operations; and (vi) to comply substantially in all Material respects with all applicable Legal Requirements; except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Businesses. (b) The Parent agrees and the Seller, jointly and severally, agree that, prior from the date hereof to the ClosingClosing Date, unless except as otherwise contemplated by this Agreement or as approved in writing by a member of the Senior Management Team and an officer of the Acquiror, the Parent they will use its all commercially reasonable HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 36 efforts to cause each Non-Controlled Entity to conduct its business affairs in accordance with the provisions of clauses (i) through (vi), inclusive, of subsection (a) of this Section 7.01Section, except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Businesses. In this regard, the Acquiror acknowledges that each none of the Non-Controlled Entities is not under the direct or indirect control of the Parent. (c) The Acquiror also acknowledges that in the ordinary course of business prior to the date of this Agreement a member of the Senior Management Team would approve specifically or through delegated authority all significant actions by the Parent with respect to the Transfer Companies. Notwithstanding anything to the contrary in this Section 7.01 or in Section 7.02, the Parent may, after providing written notice to the Acquiror, implement more stringent internal approval requirements with respect to the Businesses prior to Closing and such internal approval requirements shall not constitute a violation of Sections 7.01 or Section 7.02.

Affirmative Covenants Regarding Operation of the Businesses. (a) The Parent hereby covenants and agrees that, prior to the Closing, unless otherwise contemplated by this Agreement Agreement, or approved in writing by a member of the Senior Management Team or approved in writing by and an officer of the Acquiror, it will cause each Holding Company and each Transfer Company (other than the Non-Controlled Entities): (i) To operate in the usual and ordinary course consistent with past practices and consistent with the Capital Budgets and Development Budgets included in Schedule 7.02(d) of the Parent’s Disclosure Letter; (ii) to use commercially reasonable efforts to preserve substantially intact their business organization and goodwill, to maintain their rights, privileges and immunities, to retain the services of their key employees (subject to work force requirements and compliance with the Parent’s normal employee policies) and to maintain their relationships with their customers, regulators, and suppliers; (iii) to use commercially reasonable efforts consistent with past practice to maintain and to keep their properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with past practice; (iv) to use commercially reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained as provided in Schedule 5.08(a) and (b) to the Parent’s Disclosure Letter; (v) to use commercially reasonable efforts to maintain in full force and effect all existing Authorizations pursuant to which they operate and to obtain timely any additional Authorizations or renewals thereof to the extent Material to their ongoing operations; and (vi) to comply substantially with all applicable Legal Requirements. (b) The Parent agrees that, prior to the Closing, unless otherwise contemplated by this Agreement Agreement, or approved in writing by a member of the Senior Management Team or approved in writing by and an officer of the Acquiror, the Parent will use its commercially reasonable efforts to cause each Non-Controlled Entity to conduct its business affairs in accordance with the provisions of clauses (i) through (vi), inclusive, of subsection (a) of this Section 7.01. In this regard, the Acquiror acknowledges that each of the Non-Controlled Entities is not under the direct or indirect control of the Parent. (c) The Acquiror also acknowledges that in the ordinary course of business prior to the date of this Agreement a member of the Senior Management Team would approve specifically or through delegated authority all significant actions by the Parent with respect to the Transfer Companies. Notwithstanding anything to the contrary in this Section 7.01 or in Section 7.02, the Parent may, after providing written notice to the Acquiror, implement more stringent internal approval requirements with respect to the Businesses prior to Closing and such internal approval requirements shall not constitute a violation of Sections 7.01 or Section 7.02.

Affirmative Covenants Regarding Operation of the Businesses. (a) The Parent and the Seller, jointly and severally, hereby covenants covenant and agrees agree that, prior from the date hereof to the ClosingClosing Date, unless except as set forth in Schedule 8.01(a) to the Parent's Disclosure Letter, as otherwise contemplated by this Agreement or as approved in writing by a member of the Senior Management Team and an officer of the Acquiror, it they will cause each Holding member of each Company and each Transfer Company Group (other than the any Non-Controlled EntitiesEntity): (i) To to operate in the usual and ordinary course consistent with past practices and consistent with the Capital Budgets and Development Budgets included in Schedule 7.02(d) of the Parent’s Disclosure Letterpractices; (ii) to use all commercially reasonable efforts to preserve substantially intact their its business organization and goodwill, to maintain their its rights, privileges and immunities, to retain the services of their its key employees (subject to work force requirements and compliance with the Parent’s 's normal employee policies) ), to perform in all material respects the Principal Contracts to which it is a party and to maintain their its relationships with their its customers, regulators, and suppliers; (iii) to use all commercially reasonable efforts consistent with past practice to maintain and to keep their its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with past practice; (iv) to use all commercially reasonable efforts to keep maintain in full force and effect insurance insurance, performance bonds, bank guarantees and bonds comparable in amount and scope letters of coverage to that currently maintained as provided in Schedule 5.08(a) and (b) credit to the Parent’s Disclosure Letter;extent consistent with the ordinary course of business consistent with past practice; Halliburton Company Agreement and Plan of Recapitalization (v) to use all commercially reasonable efforts to maintain in full force and effect all existing Authorizations pursuant to which they operate and to obtain timely any additional Authorizations or renewals thereof to the extent Material to their its ongoing operations; and (vi) to comply substantially in all Material respects with all applicable Legal Requirements; except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Businesses. (b) The Parent agrees and the Seller, jointly and severally, agree that, prior from the date hereof to the ClosingClosing Date, unless except as otherwise contemplated by this Agreement or as approved in writing by a member of the Senior Management Team and an officer of the Acquiror, the Parent they will use its all commercially reasonable efforts to cause each Non-Controlled Entity to conduct its business affairs in accordance with the provisions of clauses (i) through (vi), inclusive, of subsection (a) of this Section 7.01Section, except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Businesses. In this regard, the Acquiror acknowledges that each none of the Non-Controlled Entities is not under the direct or indirect control of the Parent. (c) The Acquiror also acknowledges that in the ordinary course of business prior to the date of this Agreement a member of the Senior Management Team would approve specifically or through delegated authority all significant actions by the Parent with respect to the Transfer Companies. Notwithstanding anything to the contrary in this Section 7.01 or in Section 7.02, the Parent may, after providing written notice to the Acquiror, implement more stringent internal approval requirements with respect to the Businesses prior to Closing and such internal approval requirements shall not constitute a violation of Sections 7.01 or Section 7.02.

Affirmative Covenants Regarding Operation of the Businesses. (a) The Parent hereby covenants and agrees that, prior to the Closing, unless otherwise contemplated by this Agreement or Agreement, approved in writing by a member of the Senior Management Team and an officer of or consented to in writing by the Acquiror, it will cause each Holding Subject Company and each Transfer Company its Subsidiaries (other than the Non-Controlled EntitiesOperating Companies): (i) To operate in the usual and ordinary course consistent with past practices and consistent with the Capital Budgets and Development Budgets included in Schedule 7.02(d) of the Parent’s Disclosure Letterpractices; (ii) to use commercially reasonable efforts to preserve substantially intact their business organization and goodwillorganization, to maintain their rights, privileges and immunities, to retain the services of their key employees (subject to work force requirements and compliance with the Parent’s normal employee policies) and to maintain their relationships with their customers, regulators, customers and suppliers; (iii) to use commercially reasonable efforts consistent with past practice to maintain and to keep their properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and to maintain supplies and inventories in quantities consistent with past practice;; and (iv) to use commercially reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained as provided in Schedule 5.08(a) and (b) 5.08 to the Parent’s Disclosure Letter; (v) ; except for any matter that could not reasonably be expected to use commercially reasonable efforts to maintain in full force and effect all existing Authorizations pursuant to which they operate and to obtain timely any additional Authorizations or renewals thereof to the extent have a Material to their ongoing operations; and (vi) to comply substantially with all applicable Legal RequirementsAdverse Effect. (b) The Parent agrees that, prior to the Closing, unless otherwise contemplated by this Agreement or Agreement, approved in writing by a member of the Senior Management Team and an officer of or consented to in writing by the Acquiror, the Parent will use its commercially reasonable efforts to cause each Non-Controlled Entity Operating Company to conduct its business affairs in accordance with the provisions of clauses (i) through (viiv), inclusive, of subsection (a) of this Section 7.01, except for any matter that could not reasonably be expected to have a Material Adverse Effect. In this regard, the Acquiror acknowledges that each of the Non-Controlled Entities Operating Companies that is an Unconsolidated Entity is not under the direct or indirect control of the Parent. (c) The Acquiror also acknowledges that in the ordinary course of business prior to the date of this Agreement a member of the Senior Management Team would approve specifically or through delegated authority all significant actions by the Parent with respect to the Transfer Subject Companies and the Operating Companies. Notwithstanding anything to the contrary in this Section 7.01 or in Section 7.02, the Parent may, after providing written notice to the Acquiror, may implement more stringent internal approval requirements with respect to the Businesses prior to Closing and such internal approval requirements shall not constitute a violation of Sections 7.01 or Section 7.02.