Common use of Conduct and Preservation of Business Clause in Contracts

Conduct and Preservation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect the Assets and the Business, including, without limitation, to preserve its relationship with its employees, suppliers and customers and to preserve its goodwill; (iii) comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Business or the Assets; (iv) not cause nor permit to occur any of the events or occurrences described in Section 6.5(f); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; and (vi) not take any action or omit to take any action which act or omission would result in the inaccuracy of any of its representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission. Without limiting the foregoing, until the Closing Date or termination of this Agreement, Seller will not (a) change the compensation of any of its officers or, except in the ordinary course of business, its employees or consultants, or enter into any employment, severance or other agreement with any of its officers, employees or consultants; (b) enter into or engage in negotiations with, or solicit offers from, any other party, directly or indirectly, relating to a possible acquisition of Seller or the Business, whether by way of merger, reorganization, purchase of shares of capital stock, purchase of assets, management agreement, license or distribution agreement with respect to any of Seller's products or otherwise (each, an "Acquisition Transaction").

Conduct and Preservation of Business. Except in the ordinary course of business consistent with past practice, or as contemplated by expressly provided in this Agreement, during the period from the date hereof to the Closing, the Company shall not, and Seller shall not permit the Company to, without the prior written consent of Purchaser: (i) incur, guarantee or assume any indebtedness for borrowed money; (ii) mortgage or pledge any of the assets of the Company or create or suffer to exist any Encumbrance thereupon, other than the Permitted Encumbrances and Encumbrances in favor of Purchaser; (iii) sell, lease, transfer, or otherwise dispose of, directly or indirectly, any material part of the assets of the Company; (iv) amend, modify or change any existing material lease or contract relating to purchase or the retail distribution or propane; (v) take any action which would or might make any of the representations or warranties of Sellers or the Company contained in this Agreement untrue or inaccurate as of any time from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business or would or might result in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect the Assets and the Business, including, without limitation, to preserve its relationship with its employees, suppliers and customers and to preserve its goodwill; (iii) comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Business or the Assets; (iv) not cause nor permit to occur any of the events or occurrences described conditions set forth in Section 6.5(f); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; and this Agreement not being satisfied; (vi) not take any action issue or omit to take any action which act or omission would result in the inaccuracy of sell any of its representations and warranties set forth herein if such representations or warranties were to be made immediately after capital stock of the occurrence of such act or omission. Without limiting the foregoing, until the Closing Date or termination of this Agreement, Seller will not (a) change the compensation of any of its officers or, except in the ordinary course of business, its employees or consultantsCompany, or enter into grant or commit to grant any employmentoptions, severance warrants or other agreement with any of its officers, employees or consultants; (b) enter into or engage in negotiations withrights to subscribe for, or solicit offers frompurchase, or otherwise acquire, any other party, directly or indirectly, relating to a possible acquisition of Seller or the Business, whether by way of merger, reorganization, purchase of shares of capital stockstock of the Company, purchase or issue or commit to issue any securities convertible into or exchangeable for shares of assetscapital stock of the Company; (vii) change or amend its Articles of Organization or Regulation of the Company; (viii) allow any material contract of the Company to be terminated or to be materially modified prior to the full term of the contract; or (ix) authorize or propose, management agreementor agree in writing or otherwise to take, license or distribution agreement with respect to any of Seller's products or otherwise (each, an "Acquisition Transaction")the actions described in this Section.

Conduct and Preservation of Business. Except Seller and each of the Stockholders covenant that, except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business its business in the usual manner and not enter into any transactions outside the ordinary course of business; (ii) use its best efforts to maintain, preserve and protect the Assets its properties and assets and the Business, including, without limitation, to preserve its relationship with its employees, independent contractors, suppliers and customers and to preserve its goodwill; (iii) comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Business or the Assetsits business; (iv) not cause nor or permit to occur any of the events or occurrences described in Section 6.5(f3.13 (except as set forth on the Disclosure Schedule); (v) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; and (vi) not declare, set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vii) not take any action or omit to take any action which act or omission would result in the inaccuracy of any of its Seller's or either of the Stockholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission. Without limiting the foregoing, until the Closing Date or termination of this Agreement, Seller will not (a) change the compensation of any of its officers or, except in the ordinary course of business, its employees or consultants, or enter into any employment, severance or other agreement with any of its officers, employees or consultants; (bviii) enter into properly maintain and repair all real and personal property owned or engage in negotiations with, or solicit offers from, any other party, directly or indirectly, relating to a possible acquisition of leased by Seller or the Business, whether by way of merger, reorganization, purchase of shares of capital stock, purchase of assets, management agreement, license or distribution agreement with respect to any Shareholders and used in the business of Seller's products or otherwise (each, an "Acquisition Transaction").so that such property at Closing is in the same