Conduct and Operations. (a) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities, to: (i) conduct their respective businesses in the ordinary course consistent with past practice; (ii) use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees; and (iii) comply in all material respects with all Applicable Laws.
(b) Without limiting the generality of the foregoing in Section 5.01(a), from the date of this Agreement until the Closing Date, except as (i) disclosed on Section 5.01 of the Seller Disclosure Schedules, (ii) as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed), (iii) as contemplated by the capital expenditure budget set forth in Section 5.01(b) of the Seller Disclosure Schedules (the “Capex Budget”) (provided that in connection with the transactions contemplated by the Capex Budget, such transactions shall be permitted only for so long as any Indebtedness incurred with respect thereto shall not result in the aggregate principal amount outstanding under KGS’ existing revolving credit facility to exceed $270 million) or (iv) as expressly contemplated by this Agreement or the other Transaction Documents, Seller and the Selling Subsidiaries shall cause each of the Sold Entities not to:
(i) adopt or propose any change in any of its Organizational Documents, or waive any rights thereunder;
(ii) transfer, issue, sell or dispose of any shares of capital stock, equity interests or other equity or debt securities (including any securities convertible into or exercisable or exchangeable for such securities or interests, including any equity-based awards) or repurchase, redeem or otherwise acquire any shares of capital stock, equity interests or other equity or debt securities (including any securities convertible into or exercisable or exchange for such securities or interests, including any equity-based awards) of a Sold Entity;
(iii) split, combine or reclassify any of its capital stock, equity interests or other equity securities;
(iv) incur any capital expenditures or any obligations or liabilities in respect thereof, except any unbudgeted capital expenditures of KGS or any Subsidiary not to exceed $250,000 individually or $1,000,000 in the aggregate;
(v) acquire (by merger, consolidation, acquisition...
Conduct and Operations. (a) From the date of this Agreement until the Closing Date, the Contributing Parties shall cause Gas Services GP to: (i) conduct its business in the ordinary course consistent with past practice; (ii), use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and (iii) comply in all material respects with all Laws.
(b) Without limiting the generality of the foregoing in Section 5.01(a), from the date of this Agreement until the Closing Date, the Contributing Parties and Gas Services GP shall not take any action, or cause CMLP and its Subsidiaries to take any action, which if taken by CMLP and its Subsidiaries would constitute a breach of Section 6.1 of the Merger Agreement; provided that, Gas Services GP may transfer or distribute any CMLP Common Units or CMLP Class D Units held by it to any of its Affiliates prior to the Closing.
Conduct and Operations. Except as set forth in Section 6.01 to the Recipient Party Disclosure Schedules:
(a) From the date of this Agreement until the Closing Date, the Recipient Parties shall cause NRGY to: (i) conduct its business in the ordinary course consistent with past practice; (ii) use its reasonable best efforts to preserve intact its business organizations and relationships with third parties; and (iii) comply in all material respects with all Laws.
(b) Without limiting the generality of the foregoing in Section 6.01(a), from the date of this Agreement until the Closing Date, the Recipient Parties shall not take any action, or cause the NRGY Subsidiaries to take any action, which if taken by the NRGY Subsidiaries would constitute a breach of Section 6.1 of the Merger Agreement; provided, however, that NRGY may not make quarterly distributions of cash to the holders of NRGY Common Units in excess of $0.29 per NRGY Common Unit.
