Common use of Conduct and Operations Clause in Contracts

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 of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than supplies in the ordinary course of business of the Sold Entities in a manner that is consistent with past practice and acquisitions by KGS and the Subsidiaries with a purchase price that does not exceed $250,000 individually or $1,000,000 in the aggregate; (vi) sell, license, assign, lease or otherwise transfer, pledge or create or incur any Lien on, any of the Sold Entities’ assets, securities, properties, rights, interests or businesses, other than (A) sales of inventory in the ordinary course of business consistent with past practice and (B) sales of obsolete assets; (vii) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (viii) except as otherwise expressly permitted by this Section 5.01(b), merge with or into, or consolidate with, any other Person; (ix) create, incur, assume, guarantee, suffer to exist or otherwise be liable with respect to any Indebtedness other than borrowings under KGS’ existing revolving credit facility in the ordinary course of business and in amounts and on terms consistent with past practices, provided that in no event shall the aggregate principal amount outstanding under KGS’ existing revolving credit facility exceed $270 million; (x) change any of the Sold Entities’ methods of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants; (xi) settle, or offer or propose to settle, any material action, suit, investigation or proceeding involving or against any of the Sold Entities; (xii) take any action with respect to or in contemplation of any plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or other winding up; (xiii) other than in the ordinary course consistent with past practice, (1) increase the compensation or benefits of any current or former director of any of the Sold Entities or current or former Seconded Employee; (2) grant or pay any change-in-control, retention bonus, severance or termination pay to any current or former director of any of the Sold Entities or current or former Seconded Employee; (3) loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any current or former director of any of the Sold Entities or current or former Seconded Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (xiv) make any material change to its Tax methods of accounting, make or change any material Tax election, file any amended material Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xv) cancel, materially modify, terminate, fail to use its commercially reasonable efforts to renew any Material Contract described in clauses (iv), (vii), or (ix) of Section 3.13(b) or enter into any Contract that is or would be (if existing on the date of this Agreement) a Material Contract described in clauses (iv), (vii) or (ix) of Section 3.13(b), or waive, release, cancel, convey, encumber or otherwise assign any material rights or claims under any such Material Contract or other Contract that would constitute a Material Contract if existing on the date of this Agreement; or (xvi) agree, resolve, authorize or commit to do any of the foregoing. (c) From the date of this Agreement until the Closing Date, except as disclosed on Section 5.01(c) of the Seller Disclosure Schedules or as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed): (i) Seller shall, and shall cause its Affiliates to, continue to provide or cause to be provided to KGS and the Subsidiaries, the Services (as defined in the Omnibus Agreement) and such other services as are being provided currently and have been provided to KGS and the Subsidiaries (including under any master services agreement arrangements) during the 3 months prior to the date hereof, on substantially the same terms (including with respect to the amount of expense reimbursement charged for service provided) and in substantially the same scope and quality as provided during such 3 month period. (ii) Except as otherwise contemplated by the Transaction Documents, Seller shall not and shall cause its Affiliates other than KGS and the Subsidiaries not to: (A) acquire or construct any Subject Assets (as such term is defined in the Omnibus Agreement); (B) seek the approval of the Conflicts Committee of Gas Services GP’s board of directors with respect to any Restricted Business (as such term is defined in the Omnibus Agreement) or any other transaction, Contract or arrangement between Seller and/or its Affiliates (other than KGS and the Subsidiaries), on the one hand, and KGS or any of the Subsidiaries, on the other hand; (C) except as required by Applicable Law or the terms of any Business Employee Plan in effect as of the date hereof and disclosed in Section 3.20(a) of the Seller Disclosure Schedules, or as expressly provided for in this Agreement: (1) other than in the ordinary course consistent with past practice increase the compensation or benefits of any Business Employee or Inactive Business Employee; (2) other than in the ordinary course consistent with past practice grant or pay any change-in-control, retention bonus, severance or termination pay to any Business Employee or Inactive Business Employee; (3) other than in the ordinary course consistent with past practice loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any Business Employee or Inactive Business Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (5) grant any equity or equity-based awards to any Business Employee or Inactive Business Employee; (6) terminate the employment of any Business Employee; (7) effectuate any layoffs of Business Employees without compliance with any state or local law or regulation to the extent applicable; or (8) take any action to accelerate the vesting or payment of any compensation or benefit under any Business Employee Plan or awards made thereunder; or (D) enter into any Contract or arrangement between Seller and/or its Affiliates (other than the Sold Entities), on the one hand, and any of the Sold Entities, on the other hand. (d) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities not to directly or indirectly declare or pay any distributions in respect of any of its equity interests except, (i) in the case of KGS, the declaration and payment of regular quarterly cash distributions of Available Cash from Operating Surplus (in each case as defined in the KGS Partnership Agreement), not in excess of $0.42 per Common Unit per quarter, plus any corresponding distribution on the Subordinated Units, General Partner Units and Incentive Distribution Rights; and (ii) the declaration and payment of distributions from any direct or indirect wholly owned Subsidiary to KGS.

Conduct and Operations. (a) From and after the date of this Agreement Execution Date 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“Interim Period”), from the date of this Agreement until the Closing Date, except as (i) disclosed on Section 5.01 of the Seller Disclosure Schedules, (iiA) as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayedset forth on Schedule 6.1(A), (iiiB) as contemplated for the activities covered by the capital expenditure budget set forth in Section 5.01(bcommitments described on Schedule 6.1(B), (C) of the Seller Disclosure Schedules (the “Capex Budget”) (provided that for actions taken in connection with the transactions contemplated emergency situations or as may be required by the Capex BudgetLaw, 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 provided that Seller notifies Buyer thereof within a reasonable period thereafter, (ivD) as expressly contemplated by this Agreement or the other Transaction Documents(E) as consented to in writing by Buyer (which consent shall not be unreasonably delayed, withheld or conditioned): (a) Seller and the Selling Subsidiaries shall cause each Acquired Company to: (i) conduct its business in the ordinary course of business; (ii) use commercially reasonable efforts to maintain all of its assets in the Sold Entities ordinary course of business; (iii) use commercially reasonable efforts to preserve the goodwill of its business and its relationships with customers, contractors, suppliers, vendors and service providers; (iv) maintain its Books and Records in the ordinary course of business; (v) perform and comply in all material respects with the Material Contracts; (vi) comply in all material respects with Laws; and (vii) maintain all material Licenses required for the conduct of its business and the ownership of its properties. (b) Seller shall cause each Acquired Company not to: (i) adopt authorize or propose effect any change in any of its Organizational Documents, or waive Documents in any rights thereundermanner; (ii) transferacquire, redeem, issue, sell or otherwise dispose of any shares of capital stockits Equity Interests (and Seller shall not acquire, equity interests redeem, issue, sell or other equity otherwise dispose of any of the Membership Interests) or debt securities (including enter into any securities convertible into Contract with respect to the sale, voting, registration or exercisable or exchangeable for such securities or interestsrepurchase of any Equity Interests of the Acquired Companies, 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 Entitythe Membership Interests; (iii) splitissue any note, combine or reclassify any of its capital stock, equity interests bond or other equity securitiesdebt security in any amount or create, incur, assume or guarantee any Indebtedness or mortgage or encumber any Company Assets (other than Permitted Liens) or permit any Company Assets to become subject to any Liens (other than Permitted Liens); (iv) incur cancel, compromise or settle any capital expenditures Action in excess of $25,000, or waive or release any obligations or liabilities material rights (except for any Action arising out of the Construction Contract, other than an Action that would require Company’s consent under the Construction Management Agreement if such agreement were in respect thereof, except any unbudgeted capital expenditures effect as of KGS or any Subsidiary not to exceed $250,000 individually or $1,000,000 in the aggregateExecution Date); (v) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than supplies in the ordinary course of business of the Sold Entities in adopt a manner that is consistent with past practice and acquisitions by KGS and the Subsidiaries with a purchase price that does not exceed $250,000 individually or $1,000,000 in the aggregate; (vi) sell, license, assign, lease or otherwise transfer, pledge or create or incur any Lien on, any of the Sold Entities’ assets, securities, properties, rights, interests or businesses, other than (A) sales of inventory in the ordinary course of business consistent with past practice and (B) sales of obsolete assets; (vii) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (viii) except as otherwise expressly permitted by this Section 5.01(b), merge with or into, or consolidate with, any other Person; (ix) create, incur, assume, guarantee, suffer to exist or otherwise be liable with respect to any Indebtedness other than borrowings under KGS’ existing revolving credit facility in the ordinary course of business and in amounts and on terms consistent with past practices, provided that in no event shall the aggregate principal amount outstanding under KGS’ existing revolving credit facility exceed $270 million; (x) change any of the Sold Entities’ methods of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants; (xi) settle, or offer or propose to settle, any material action, suit, investigation or proceeding involving or against any of the Sold Entities; (xii) take any action with respect to or in contemplation of any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, reorganization recapitalization or other winding upreorganization; (xiiivi) other than in the ordinary course consistent with past practiceacquire (by merger, (1amalgamation, consolidation or acquisition of stock or assets) increase the compensation or benefits of any current or former director of any of the Sold Entities or current or former Seconded Employee; (2) grant or pay any change-in-controlcorporation, retention bonus, severance or termination pay to any current or former director of any of the Sold Entities or current or former Seconded Employee; (3) loan or advance any money partnership or other property to, business organization or sell, transfer division thereof or lease any properties, rights collection of assets constituting all or assets to, any current substantially all of a business or former director of any of the Sold Entities or current or former Seconded Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreementbusiness unit; (xivvii) make any material change to its Tax methods of accounting, make or change any material Tax electionelections, file enter into any amended material Tax Returnagreement relating to Taxes, including closing agreements with Taxing authorities, settle or compromise any material Tax claim or liability, agree to file any amended Tax Return, change an extension annual Tax accounting period, adopt or waiver of the statute of limitations with respect to the assessment or determination of material Taxeschange any Tax accounting method, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax refundclaim or assessment relating to any Acquired Company or Company Assets; (xvviii) cancelbuy or sell, materially modify, terminate, fail to use its commercially reasonable efforts to renew any Material Contract described in clauses (iv), (vii), or (ix) of Section 3.13(b) or enter into any agreement to buy or sell, any asset which exceeds $100,000 in value (other than (A) any asset required to be purchased pursuant to the Approved Cost Plan and the Project Schedule or otherwise in accordance with the terms and conditions of the Construction Contract that is or required to achieve the Commencement Date or (B) as set forth on Schedule 6.1(b)(viii)); (ix) enter into any Contract which, (A) if entered into prior to the Execution Date, would have been required to be (if existing on the date of this Agreement) disclosed to Buyer as a Material Contract or (B) is a Contract (whether or not involving the payment of a fee) for rail operations, access or related services (including services to facilitate the transportation of rail cars to or from the Rail Terminal), with the exception of (1) the Industry Track Agreement between Canadian National Railroad Company (or one of its Affiliates) and the Company, (2) the Locomotive Layover Agreement between Canadian National Railroad Company (or one of its Affiliates) and the Company, (3) the Service Agreement between SGS Petroleum Service Corporation and the Company, (4) Quit Claim Deed from CenterPoint Joliet Terminal Railroad to the Pipeline Sub, (5) Xxxx of Sale, Assignment and Assumption Agreement between CenterPoint Joliet Terminal Railroad LLC and the Company and (6) the Infrastructure Agreement between Canadian National Railroad Company (or one of its Affiliates) and the Company (provided that the agreements described in the foregoing clauses (iv1) through (5) shall be entered into on substantially the same terms and conditions as the applicable form of agreement set forth on Schedule 6.1(b)(ix), (vii) or (ix) of Section 3.13(b), or waive, release, cancel, convey, encumber or otherwise assign any material rights or claims ; in each case unless required under any such Material Contract or other Contract that would constitute a Material Contract if existing on the date of this Agreement; orapplicable Law; (xvix) agree, resolveincur, authorize or commit to do make any capital expenditure (or series of related capital expenditures) that exceeds $10,000 in the aggregate, other than such capital expenditures set forth in the Approved Cost Plan and Project Schedule or otherwise in accordance with the terms and conditions of the foregoing.Construction Contract or required to achieve the Commencement Date; (cxi) From hire any independent contractor (other than as contemplated under the date of this Agreement until Construction Contract or required to achieve the Closing Commencement Date, except as disclosed on Section 5.01(c) of the Seller Disclosure Schedules or as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed):employee; (ixii) Seller shall, and shall cause its Affiliates to, continue to provide or cause to be provided to KGS and the Subsidiaries, the Services (as defined in the Omnibus Agreement) and such other services as are being provided currently and have been provided to KGS and the Subsidiaries (including under any master services agreement arrangements) during the 3 months prior agree to the date hereofamendment or termination of (partially or completely), on substantially or the same terms waiver or relinquishment of any right under, any Material Contract (including except with respect to the amount of expense reimbursement charged for service provided) and in substantially the same scope and quality as provided during such 3 month period. (ii) Except as otherwise contemplated by the Transaction DocumentsConstruction Contract, Seller shall not and shall cause its Affiliates other than KGS and a waiver or relinquishment that would require Company’s consent under the Subsidiaries not to: (A) acquire or construct any Subject Assets (as Construction Management Agreement if such term is defined in the Omnibus Agreement); (B) seek the approval of the Conflicts Committee of Gas Services GP’s board of directors with respect to any Restricted Business (as such term is defined in the Omnibus Agreement) or any other transaction, Contract or arrangement between Seller and/or its Affiliates (other than KGS and the Subsidiaries), on the one hand, and KGS or any of the Subsidiaries, on the other hand; (C) except as required by Applicable Law or the terms of any Business Employee Plan agreement were in effect as of the date hereof and disclosed in Section 3.20(aExecution Date), unless required under applicable Law; (xiii) of the Seller Disclosure Schedules, or as expressly provided for in this Agreement: (1) other than in the ordinary course consistent with past practice increase the compensation or benefits of any Business Employee or Inactive Business Employee; (2) other than in the ordinary course consistent with past practice grant or pay any change-in-control, retention bonus, severance or termination pay to any Business Employee or Inactive Business Employee; (3) other than in the ordinary course consistent with past practice loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any Business Employee or Inactive Business Employee; (4) establish, adopt, enter into, amendor agree to enter into, terminate any Hedging Agreements; or (xiv) agree or grant otherwise commit to take any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date actions prohibited by Section 6.1(b)(i) through Section 6.1(b)(xiii). Buyer acknowledges (x) Seller’s right to control or direct any Acquired Company’s or Seller’s development or operation of the Project, the Barge Terminal Assets or the Expansion Land before the Closing, and (y) that, before the Closing, Seller shall, with respect to the Acquired Companies, the Project, the Barge Terminal Assets and the Expansion Land, exercise complete control and supervision thereof, in each case under clauses (x) and (y) subject to the terms and conditions of this Agreement; (5) grant any equity or equity-based awards to any Business Employee or Inactive Business Employee; (6) terminate the employment of any Business Employee; (7) effectuate any layoffs of Business Employees without compliance with any state or local law or regulation to the extent applicable; or (8) take any action to accelerate the vesting or payment of any compensation or benefit under any Business Employee Plan or awards made thereunder; or (D) enter into any Contract or arrangement between Seller and/or its Affiliates (other than the Sold Entities), on the one hand, and any of the Sold Entities, on the other hand. (d) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities not to directly or indirectly declare or pay any distributions in respect of any of its equity interests except, (i) in the case of KGS, the declaration and payment of regular quarterly cash distributions of Available Cash from Operating Surplus (in each case as defined in the KGS Partnership Agreement), not in excess of $0.42 per Common Unit per quarter, plus any corresponding distribution on the Subordinated Units, General Partner Units and Incentive Distribution Rights; and (ii) the declaration and payment of distributions from any direct or indirect wholly owned Subsidiary to KGS.

Conduct and Operations. (a) From the date of this Agreement until the Closing Date, except as disclosed in Section 6.01(a) of the Disclosure Schedules, as contemplated by this Agreement (including Section 6.11), as required by Applicable Law or as consented to by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), Seller and the Selling Subsidiaries shall cause the Sold Entities, Company and its Subsidiaries to: (i) conduct their respective businesses in the ordinary course consistent with past practicepractice in all material respects; (ii) use their commercially reasonable best efforts to preserve intact their business organizations and material relationships with third parties Third Parties and to keep available the services of their the present officers and employeeskey employees of the Company and its Subsidiaries; and (iii) comply use their commercially reasonable efforts to maintain and keep in all material respects with all Applicable Lawstheir properties and equipment in their current state of repair and condition, ordinary wear and tear excepted. (b) Without limiting the generality of the foregoing in Section 5.01(a6.01(a), from the date of this Agreement until the Closing Date, except as (i) disclosed on in Section 5.01 6.01(b) of the Seller Disclosure Schedules, (ii) as required by Applicable Law, (iii) as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed), (iiiiv) as contemplated by the capital expenditure budget set forth in Section 5.01(b6.01(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 (ivv) as expressly contemplated by this Agreement or the other Transaction DocumentsDocuments (including Section 6.11), Seller and shall not cause or permit the Selling Subsidiaries shall cause each of the Sold Entities not Company or any Subsidiary 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 stock or other equity interests of the Company or debt securities any Subsidiary (including any options, warrants or other securities convertible into or exercisable or exchangeable for such securities equity interests or other rights of any kind with respect to its capital stock or equity interests), including any equity-based awards) or repurchase, redeem or otherwise acquire any shares of capital stock, equity interests stock or other equity or debt securities interests (including any options, warrants or other securities convertible into or exercisable or exchange exchangeable for such securities equity interests or other rights of any kind with respect to its capital stock or equity interests, including any equity-based awards) of a Sold Entitythe Company or any Subsidiary; (iii) declare, set aside, make or pay any non-Cash dividend or non-Cash distribution with respect to its capital stock or other equity interests (other than dividends or distributions by a Subsidiary to the Company or a wholly owned Subsidiary); (iv) split, combine or reclassify any of its capital stock, equity interests stock 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 aggregateinterests; (v) acquire enter into any new line of business or make any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any ) of assets, securities, properties, interests capital stock or businessesbusiness of another Person, other than (x) supplies or equipment in the ordinary course of business of the Sold Entities in a manner that is Company and its Subsidiaries consistent with past practice and or (y) acquisitions by KGS and the Subsidiaries with a purchase price that does not exceed $250,000 500,000 individually or $1,000,000 2,000,000 in the aggregate; (vi) sell, licensetransfer, assign, dispose of, lease or otherwise transfer, pledge or create or incur license any Lien on, any of the Sold Entities’ material assets, securities, properties, rights, interests or businesses, other than (A) sales of inventory in the ordinary course of business consistent with past practice and practice, (B) sales any abandonment of Intellectual Property that the Company or any Subsidiary determines in the exercise of its reasonable business judgment to abandon in the ordinary course of business, (C) replacement of assets in the ordinary course of business and/or dispositions of obsolete assetsor worthless assets and (D) transfers among the Company and its Subsidiaries; (vii) commence any material litigation; (viii) cancel any debts, settle, waive or release any claims or rights, or pay, discharge or satisfy any claims, liabilities or obligations, except for any such cancellations, settlements, waivers, releases, payments, discharges or satisfactions with respect to which (A) the amount canceled, paid, payable, waived or released does not exceed $500,000 individually or $3,000,000 in the aggregate, (B) the amount paid or payable in settlement does not exceed the amount reserved against such matter in the Financial Statements (or the notes thereto), or (C) the Company or any of its Subsidiaries is required to pay or discharge in accordance with its terms; (ix) except for agreements and arrangements between the Company and its Subsidiaries or between any Subsidiaries, make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (viiix) except as otherwise expressly permitted by this Section 5.01(b)grant or pay any increase in the base salary, merge with hourly rate or intobonus of the Employees, or consolidate with, any other Person; (ix) create, incur, assume, guarantee, suffer to exist or otherwise be liable with respect to any Indebtedness other than borrowings under KGS’ existing revolving credit facility in the ordinary course of business and in amounts and on terms consistent with past practices, provided that in no event shall the aggregate principal amount outstanding under KGS’ existing revolving credit facility exceed $270 million; (x) change any of the Sold Entities’ methods of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountantspractice; (xi) settleadopt, amend, modify or offer terminate any Company Employee Plan or propose other plan, contract or commitment for the benefit of any of the Employees, other than in the ordinary course of business consistent with past practice or to settle, the extent that such action would not reasonably be expected to result in any Liability for the Company or any Subsidiary post-Closing; (xii) make a material change to any Tax Return; (xiii) (A) change or revoke any material election relating to Taxes or (B) settle or compromise any material claim, action, suit, investigation litigation, proceeding, arbitration, investigation, audit or proceeding involving or against any of the Sold Entitiescontroversy relating to Taxes; (xiixiv) make any material change in the Company’s or its Subsidiaries’ accounting methods, policies or procedures, except to the extent required by GAAP; (xv) take any action with respect to or in contemplation of any plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or other winding upreorganization; (xiiixvi) incur, assume or guarantee the payment of any indebtedness for borrowed money or assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for any obligations of any Person (other than guarantees between or among the Company and its Subsidiaries, or by the Company or a Subsidiary on behalf of any Subsidiary), other than incurrences, assumptions, guarantees or liabilities that do not exceed $500,000 individually or $2,000,000 in the aggregate or for which the Company or its Subsidiaries would not reasonably be expected to have any Liability post-Closing; (xvii) enter into any “non-compete” or “non-solicit” that would materially restrict the businesses of the Company or any Subsidiary or its ability to solicit customers or employees, other than to the extent contained in confidentiality agreements entered into in the ordinary course of business consistent with past practice; (xviii) except as permitted by this Agreement or in the ordinary course of business consistent with past practice, enter into, materially amend or terminate any Material Contract or other Contract that if entered into prior to the date hereof would be a Material Contract; (xix) make or commit to make capital expenditures exceeding those set forth in the Capex Budget by more than $2,000,000 in the aggregate; provided, however, that any quarterly budgeted capital expenditure may be accelerated or deferred to the immediately preceding or subsequent fiscal quarter so long as the aggregate original budgeted capital expenditures for all affected fiscal quarters is not exceeded by more than the amount set forth in the foregoing proviso; (xx) release or terminate any material Right-of-Way, other than in the ordinary course of business consistent with past practice, (1) increase the compensation or benefits of any current or former director of any of the Sold Entities or current or former Seconded Employee; (2) grant or pay any change-in-control, retention bonus, severance or termination pay to any current or former director of any of the Sold Entities or current or former Seconded Employee; (3) loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any current or former director of any of the Sold Entities or current or former Seconded Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (xivxxi) make any material change to its Tax methods filing with FERC other than routine filings in the ordinary course of accounting, make or change any material Tax election, file any amended material Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xv) cancel, materially modify, terminate, fail to use its commercially reasonable efforts to renew any Material Contract described in clauses (iv), (vii), or (ix) of Section 3.13(b) or enter into any Contract that is or would be (if existing on the date of this Agreement) a Material Contract described in clauses (iv), (vii) or (ix) of Section 3.13(b), or waive, release, cancel, convey, encumber or otherwise assign any material rights or claims under any such Material Contract or other Contract that would constitute a Material Contract if existing on the date of this Agreementbusiness; or (xvixxii) agree, resolve, authorize or commit to do any of the foregoing. For the avoidance of doubt, the Coal Assets shall not be subject to this Section 6.01. (c) From the date of this Agreement until the Closing Date, except as disclosed on Section 5.01(c) neither Seller nor Buyer shall, directly or indirectly, take or fail to take any action to cause its representations and warranties set forth in this Agreement to be untrue in any material respect such that the closing conditions in Article 7 would not be satisfied or that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or impede the consummation of the Seller Disclosure Schedules or as consented to or approved in writing transactions contemplated hereby and by Buyer (such consent or approval not to be unreasonably withheldthe other Transaction Documents. Without limiting the generality of the foregoing, conditioned or delayed): none of (i) Seller shall, and shall cause or its Affiliates to, continue to provide or cause to be provided to KGS and the Subsidiaries, the Services (as defined in the Omnibus Agreement) and such other services as are being provided currently and have been provided to KGS and the Subsidiaries (including under any master services agreement arrangements) during the 3 months prior to the date hereof, on substantially the same terms (including with respect to the amount of expense reimbursement charged for service provided) and in substantially the same scope and quality as provided during such 3 month period. (ii) Except as otherwise contemplated by the Transaction Documents, Seller shall not and shall cause its Affiliates other than KGS and the Subsidiaries not to: (A) acquire or construct any Subject Assets (as such term is defined in the Omnibus Agreement); (B) seek the approval of the Conflicts Committee of Gas Services GP’s board of directors with respect to any Restricted Business (as such term is defined in the Omnibus Agreement) or any other transaction, Contract or arrangement between Seller and/or its Affiliates (other than KGS and the Subsidiaries)controlled Affiliates, on the one hand, and KGS (ii) Buyer, Energy Transfer or any of the Subsidiariestheir respective Affiliates, on the other hand; , shall, directly or indirectly, and they shall not cause any Person to, acquire (Cwhether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) except as required materially increase the risk of not obtaining any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by Applicable Law this Agreement or the terms expiration or termination of any Business Employee Plan in effect as of the date hereof and disclosed in Section 3.20(a) of the Seller Disclosure Schedules, or as expressly provided for in this Agreement: (1) other than in the ordinary course consistent with past practice increase the compensation or benefits of any Business Employee or Inactive Business Employee; (2) other than in the ordinary course consistent with past practice grant or pay any change-in-control, retention bonus, severance or termination pay to any Business Employee or Inactive Business Employee; (3) other than in the ordinary course consistent with past practice loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any Business Employee or Inactive Business Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent waiting period under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (5) grant any equity or equity-based awards to any Business Employee or Inactive Business Employee; (6) terminate the employment of any Business Employee; (7) effectuate any layoffs of Business Employees without compliance with any state or local law or regulation to the extent applicableApplicable Law; or (8) take any action to accelerate ii) materially increase the vesting or payment risk of any compensation or benefit under any Business Employee Plan or awards made thereunder; or (D) enter into any Contract or arrangement between Seller and/or its Affiliates (other than Governmental Authority entering an order prohibiting the Sold Entities), on the one hand, and any consummation of the Sold Entitiestransactions contemplated by this Agreement, or materially increase the risk of not being able to remove or rescind any such order on the other handappeal or otherwise. (d) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities not to directly or indirectly declare or pay any distributions in respect of any of its equity interests except, (i) in the case of KGS, the declaration and payment of regular quarterly cash distributions of Available Cash from Operating Surplus (in each case as defined in the KGS Partnership Agreement), not in excess of $0.42 per Common Unit per quarter, plus any corresponding distribution on the Subordinated Units, General Partner Units and Incentive Distribution Rights; and (ii) the declaration and payment of distributions from any direct or indirect wholly owned Subsidiary to KGS.

Conduct and Operations. (a) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries except as (i) disclosed on Schedule 5.1(a), (ii) contemplated by this Agreement, (iii) required by applicable Law or (iv) consented to by Acquirer (such consent not to be unreasonably withheld, conditioned or delayed) Contributor shall cause the Sold Entities, Company to: (iA) conduct their respective its businesses in the ordinary course consistent with past practice, in all material respects; (iiB) use their its commercially reasonable best efforts to preserve intact their its business organizations and material relationships with third parties Third Parties and to keep available the services of their its present officers and key employees; and (iiiC) comply continue to maintain its assets and properties in all material respects the ordinary course consistent with all Applicable Lawspast practice. (b) Without limiting the generality of the foregoing in Section 5.01(a5.1(a), from the date of this Agreement until the Closing Date, except as (i) disclosed on Section 5.01 of the Seller Disclosure Schedulesin Schedule 5.1(b), (ii) as consented to or approved in writing required by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed)applicable Law, (iii) as contemplated consented to by the capital expenditure budget set forth Acquirer 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) Acquirer’s sole discretion or (iv) as expressly contemplated by this Agreement or the other Transaction DocumentsAgreement, Seller and the Selling Subsidiaries Contributor shall cause each of the Sold Entities Company not to: (i) adopt or propose any change in any of its Organizational Documents, or waive any rights thereunder; (ii) (A) transfer, issue, sell sell, pledge, encumber or dispose of any shares of capital stock, equity interests or other equity or debt securities Equity Interests (including any securities convertible into or exercisable or exchangeable for such securities Equity Interests) of the Company, (B) grant any options, warrants, calls or interests, including any equity-based awards) or repurchase, redeem other rights to purchase or otherwise acquire any shares Equity Interests of capital stockthe Company, equity interests (C) declare, set aside, make or pay any non-cash dividend or other equity or debt securities distribution in respect of any Equity Interests (including any securities convertible into or exercisable or exchange for such securities Equity Interests) of the Company, or interests(D) repurchase, redeem or otherwise acquire any Equity Interests (including any equity-based awardssecurities convertible into or exercisable or exchange for such Equity Interests) of a Sold Entitythe Company; (iii) split, combine or reclassify any of its capital stock, equity interests or other equity securitiesEquity Interests; (iv) incur make 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 material acquisition (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any ) of the assets, securities, properties, interests capital stock or businessesbusiness of another Person, other than supplies (A) in the ordinary course of business of the Sold Entities in a manner that is Company consistent with past practice and or (B) acquisitions by KGS and the Subsidiaries with a purchase price that does not exceed $250,000 500,000 individually or $1,000,000 2,000,000 in the aggregate; (viv) sell, license, assign, lease transfer or otherwise transfer, pledge or create or incur dispose of any Lien on, any of the Sold Entities’ material assets, securities, properties, rights, interests or businesses, other than (A) sales sale of inventory or immaterial assets in the ordinary course of business consistent with past practice and (B) sales replacement of assets in the ordinary course of business consistent with past practice or dispositions of obsolete or worthless assets; (viivi) (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness, except in the ordinary course of business consistent with past practice, (1) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice, or (2) except for Permitted Liens, subject to any Lien or otherwise encumber or permit, allow or suffer to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company; (viiivii) except as otherwise expressly permitted by this Section 5.01(b), merge with or into, or consolidate with, any other Person; (ixA) create, incur, assume, guarantee, suffer to exist or otherwise be liable with respect to any Indebtedness other than borrowings under KGS’ existing revolving credit facility make a material change in the ordinary course of business and in amounts and on terms consistent with past practices, provided that in no event shall the aggregate principal amount outstanding under KGS’ existing revolving credit facility exceed $270 million; (x) change any of the Sold Entities’ Company’s methods of accounting, except as required by concurrent changes GAAP or (B) make, change or revoke any material Tax election, file any material amended Tax Return, settle or compromise any claim or assessment in GAAPrespect of a material amount of Taxes, as agreed surrender or forfeit any right to by its independent public accountantsclaim a material Tax refund, or consent to any extension or waiver of the limitation period applicable to any Tax Return or any claim or assessment in respect of a material amount of Taxes; (xiviii) settle, settle or offer or propose to settle, compromise any material action, suit, investigation or proceeding involving against the Company except (A) where the amount paid by the Company in settlement or compromise does not exceed $500,000 individually or $2,000,000 in the aggregate or (B) where the amount paid in settlement does not exceed the amount reserved against such matter in the Financial Statements (or the notes thereto); (ix) make any capital expenditures that are not Pre-Approved Capital Expenditures, except for those capital expenditures that do not exceed $1,000,000 for any individual commitment and $5,000,000 in the aggregate; (x) (A) increase the level of wages, overall compensation or other benefits of any Covered Employees (except for increases in salary or hourly wage rates in the Sold Entitiesordinary course of business consistent with past practice or the granting, awarding or paying of bonuses in the ordinary course of business consistent with past practice), (B) grant any severance or termination pay to any Covered Employee, (C) loan or advance any money or other property to any Covered Employee, (D) establish, adopt, enter into, amend or terminate any Employee Plan, or (E) grant any equity or equity-based awards to any Covered Employees; (xi) fail to maintain insurance coverage substantially equivalent to its existing insurance coverage of its properties and assets as in effect on the date of this Agreement unless such insurance coverage is not available on commercially reasonable terms; (xii) take any action with respect to or in contemplation of any plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization recapitalization or other winding upreorganization; (xiii) enter into or agree to enter into any merger or consolidation with any other Person; (xiv) cancel or compromise any debt or claim or waive or release any material right of the Company except in the ordinary course of business consistent with past practice; (xv) enter into any labor or collective bargaining agreement of the Company or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Company; (xvi) enter into any transaction or enter into, renew, terminate, amend, restate, supplement or waive any rights under any Contract to which the Company is a party, other than in the ordinary course of business consistent with past practice; (xvii) change or modify its credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; (xviii) except for transfers of cash pursuant to normal cash management practices in the ordinary course of business consistent with past practice, (1) increase the compensation make any investments in or benefits of any current or former director of any of the Sold Entities or current or former Seconded Employee; (2) grant loans to, or pay any change-in-control, retention bonus, severance fees or termination pay to any current or former director of any of the Sold Entities or current or former Seconded Employee; (3) loan or advance any money or other property expenses to, or sell, transfer enter into or lease modify any properties, rights or assets to, Contract with any current or former director of any of the Sold Entities or current or former Seconded Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this AgreementRelated Persons; (xivxix) make any material change to its Tax methods of accounting, make or change any material Tax election, file any amended material Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company to compete with respect to or conduct any material Tax business or surrender line of business in any right to claim a material Tax refundgeographic area or solicit the employment of any persons; (xv) cancel, materially modify, terminate, fail to use its commercially reasonable efforts to renew any Material Contract described in clauses (iv), (vii), or (ix) of Section 3.13(b) or enter into any Contract that is or would be (if existing on the date of this Agreement) a Material Contract described in clauses (iv), (vii) or (ix) of Section 3.13(b), or waive, release, cancel, convey, encumber or otherwise assign any material rights or claims under any such Material Contract or other Contract that would constitute a Material Contract if existing on the date of this Agreement; or (xvixx) agree, resolve, authorize or commit to do anything prohibited by this Section 5.1(b); (xxi) amend, modify, cancel, waive or assign any of rights under the foregoingXxxx Purchase Agreement that could affect in any way the Xxxx Environmental Obligations; or (xxii) amend, modify, terminate, allow to lapse or expire, or fail to renew any Environmental Permit. (c) From the date of this Agreement until the Closing Date, except as disclosed on Notwithstanding anything in Section 5.01(c5.1(a) of the Seller Disclosure Schedules or as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed): (i) Seller shall, and shall cause its Affiliates to, continue to provide or cause to be provided to KGS and the Subsidiaries, the Services (as defined in the Omnibus Agreement) and such other services as are being provided currently and have been provided to KGS and the Subsidiaries (including under any master services agreement arrangements) during the 3 months prior to the date hereofcontrary, on substantially Contributor may cause the same terms Company to (including A) make Pre-Approved Capital Expenditures, (B) make distributions of cash or cash equivalents from the Company to Contributor and (C) take commercially reasonable actions (x) with respect to the amount of expense reimbursement charged for service providedemergency situations or (y) and in substantially the same scope and quality as provided during such 3 month period. (ii) Except as otherwise contemplated by the Transaction Documents, Seller shall not and shall cause its Affiliates other than KGS and the Subsidiaries not to: (A) acquire or construct any Subject Assets (as such term is defined in the Omnibus Agreement); (B) seek the approval of the Conflicts Committee of Gas Services GP’s board of directors with respect to any Restricted Business (as such term is defined in the Omnibus Agreement) or any other transaction, Contract or arrangement between Seller and/or its Affiliates (other than KGS and the Subsidiaries), on the one hand, and KGS or any of the Subsidiaries, on the other hand; (C) except as required by to comply with Applicable Law or the terms of any Business Employee Plan in effect as of the date hereof and disclosed in Section 3.20(a) of the Seller Disclosure Schedulesby a Governmental Authority, or as expressly provided for in this Agreement: (1) other than in the ordinary course consistent with past practice increase the compensation or benefits of any Business Employee or Inactive Business Employee; (2) other than in the ordinary course consistent with past practice grant or pay any change-in-control, retention bonus, severance or termination pay to any Business Employee or Inactive Business Employee; (3) other than in the ordinary course consistent with past practice loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any Business Employee or Inactive Business Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (5) grant any equity or equity-based awards to any Business Employee or Inactive Business Employee; (6) terminate the employment of any Business Employee; (7) effectuate any layoffs of Business Employees without compliance with any state or local law or regulation to the extent applicable; or (8) take any action to accelerate the vesting or payment of any compensation or benefit under any Business Employee Plan or awards made thereunder; or (D) enter into any Contract or arrangement between Seller and/or its Affiliates (other than the Sold Entities), on the one hand, and any of the Sold Entities, on the other hand. (d) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities not to directly or indirectly declare or pay any distributions in respect of any of its equity interests except, (i) in the case of KGSclause (C) as reasonably determined by Contributor so long as Contributor shall immediately, upon becoming aware of the declaration and payment need to take any such actions, orally inform Acquirer (promptly followed by written notice) of regular quarterly cash distributions any such actions that are taken outside the ordinary course of Available Cash from Operating Surplus (in each case as defined in the KGS Partnership Agreement), not in excess of $0.42 per Common Unit per quarter, plus any corresponding distribution on the Subordinated Units, General Partner Units and Incentive Distribution Rights; and (ii) the declaration and payment of distributions from any direct or indirect wholly owned Subsidiary to KGSbusiness.