Common use of Conduct of Business by the Company Clause in Contracts

Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) preserve intact their current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 shall be deemed a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.

Conduct of Business by the Company. Except (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as otherwise expressly contemplated by this Agreement, as may be required by applicable Legal Requirements, in connection with Law or the regulations or requirements of any activity permitted stock exchange or regulatory organization applicable to be taken by the Company pursuant to Section 6.5(a)or any of its Subsidiaries, (ii) as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to may be agreed in writing by Purchaser ETP (which consent shall not be unreasonably withheld, delayed or conditioned), during (iii) as may be contemplated or required by this Agreement, (iv) pursuant to the period from Company Restructuring Transactions (provided that the date of this Agreement until Company shall keep ETP reasonably informed as to the earlier to occur status of the Effective Time Company Restructuring Transactions) or termination the Additional Transactions or (v) as set forth in Section 5.1(a) of this Agreement pursuant to Article VIIIthe Company Disclosure Schedule, the Company shall, covenants and shall cause agrees that the business of the Company and its Subsidiaries to, carry on their respective businesses in all material respects shall be conducted in the ordinary course consistent with past practice. To the extent consistent with the foregoingof business, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) to preserve intact their current business organizations (except that any present lines of its wholly-owned Subsidiaries may be merged with or intobusiness, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the maintain their rights, franchises and Company or any of its Subsidiaries), (ii) keep available the services of their current officers Permits and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with themcustomers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 5.1(b) shall be deemed a breach of this Section 6.1 sentence unless such action would constitute a breach of such specific provision of Section 6.2other provision.

Conduct of Business by the Company. Except as otherwise expressly contemplated by During the period from the date of this AgreementAgreement to the Effective Time, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant shall, and shall cause the Company Subsidiaries each to, carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use commercially reasonable efforts to Section 6.5(a)preserve intact its current business organization, as set forth in Section 6.1 goodwill and ongoing businesses, to keep available the services of the present officers, employees and consultants of the Company Disclosure Schedule and the Company Subsidiaries and to preserve the present relationships of the Company and the Company Subsidiaries with tenants, landlords, customers, suppliers and other persons with which the Company or as consented to in writing by Purchaser (which consent any of the Company Subsidiaries has significant business relationships. Without limiting the generality of the foregoing, the following additional restrictions shall not be unreasonably withheld, delayed or conditioned), apply: during the period from the date of this Agreement until to the earlier to occur of the Effective Time or (i) termination of this Agreement pursuant or (ii) Effective Time, except as set forth in SCHEDULE 4.1 to Article VIII, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoingDisclosure Letter, the Company shall not and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) preserve intact their current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company Subsidiaries not to (and not to authorize or any commit or agree to) without the prior written consent of its Subsidiaries), Acquiror (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 which such consent shall not be deemed a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.unreasonably delayed):

Conduct of Business by the Company. Except The Company hereby covenants and agrees that, between the date hereof and the Effective Time, except (x) as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a)hereby (including, as set forth in Section 6.1 of the Company Disclosure Schedule or as consented set forth as an exception or qualification to subsections (a) through (p) of this Section 6.1), and (y) as Parent shall otherwise agree in writing by Purchaser (which consent advance in writing, the business of the Company and its Subsidiaries shall be conducted only in, and the Company shall not be unreasonably withheldtake any action except in, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course of business and in a manner consistent with past practice. To the extent consistent with the foregoing, ; and the Company shall and shall cause its Subsidiaries to, shall use commercially reasonable efforts to: to (i) preserve intact their the Company's business organization and maintain its relations with the current officers, employees and consultants of the Company and its Subsidiaries, (ii) maintain in effect all Company Permits and Environmental Permits and (iii) maintain its existing relations with customers, distributors, manufacturers, dealers and suppliers with which the Company and its Subsidiaries have business organizations (except that relations. By way of amplification and not limitation, between the date hereof and the Effective Time, the Company will not, and shall not permit any of its wholly-owned Subsidiaries may be merged with to, directly or intoindirectly, or be consolidated with do any of its other wholly-owned Subsidiaries the following except in compliance with the exceptions listed above: (a) amend or may be liquidated into otherwise change the Company Certificate of Incorporation or the Company By-laws or those (or the equivalent organizational documents) of any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 shall be deemed a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.;

Conduct of Business by the Company. Except (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as otherwise expressly contemplated by this Agreement, as may be required by applicable Legal Requirements, in connection with Law or the regulations or requirements of any activity permitted stock exchange or regulatory organization applicable to be taken by the Company pursuant to Section 6.5(a)or any of its Subsidiaries, (ii) as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to may be agreed in writing by Purchaser Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of (iii) as may be contemplated or required by this Agreement until the earlier to occur Agreement, or (iv) as set forth in Section 5.1(a) of the Effective Time or termination Company Disclosure Schedule, the Company covenants and agrees that the business of this Agreement pursuant to Article VIIIthe Company and its Subsidiaries shall be conducted in the ordinary course of business, and the Company shall, and shall cause its Subsidiaries to, carry on use their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) to preserve intact their current business organizations (except that any present lines of its wholly-owned Subsidiaries may be merged with or intobusiness, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the maintain their rights, franchises and Company or any of its Subsidiaries), (ii) keep available the services of their current officers Permits and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with themcustomers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 5.1(b) shall be deemed a breach of this Section 6.1 sentence unless such action would constitute a breach of such specific provision of Section 6.2other provision.

Conduct of Business by the Company. Except for matters set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly contemplated permitted by this Agreement, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until to the earlier to occur of the Effective Time or and the termination of this Agreement pursuant to Article VIIIin accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses in all material respects conduct its business in the usual, regular and ordinary course consistent with past practice. To in substantially the same manner as previously conducted and, to the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries totherewith, use all commercially reasonable efforts to: (i) to preserve intact their its current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or intoorganization, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their its current officers and key employees who are integral and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the operation end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; providedthe foregoing, however, that no action by except for matters set forth in Section 5.01 of the Company Disclosure Letter or its Subsidiaries with respect to matters specifically addressed otherwise expressly permitted by this Agreement, during the Pre-Closing Period, the Company shall not, and shall not permit any provision Company Subsidiary to, do any of Section 6.2 the following without the prior written consent of Parent (which consent or withholding of consent shall be deemed communicated by Parent to the Company within a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.reasonable timeframe):

Conduct of Business by the Company. Except as for: (A) matters set forth in Schedule 5.01(a), (B) otherwise expressly contemplated permitted by this Agreement, Agreement or (C) as required by applicable Legal RequirementsLaw, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses in all material respects conduct its business in the usual, regular and ordinary course consistent with past practice. To in substantially the extent consistent with the foregoing, the Company shall same manner as previously conducted and shall cause its Subsidiaries to, use commercially all reasonable efforts to: (i) to preserve intact their its current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or intoorganization, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their its current officers and key or other employees who are integral have a significant role in the Company and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the operation end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of their businesses as presently conducted the foregoing, except for matters set forth in Schedule 5.01(a) or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of Parent (iii) preserve their relationships with those Persons having business relations with them; provided, however, it being understood that no action Parent shall consider in good faith any reasonable request for such consent submitted by the Company or in writing, and shall use its Subsidiaries with respect reasonable best efforts to matters specifically addressed by provide an initial response to any provision of Section 6.2 shall such request, which may be deemed a breach of this Section 6.1 unless such action would constitute a breach rejection of such specific provision request or a statement that additional time is needed to consider such request, within five (5) Business Days of Section 6.2.Parent’s receipt of such request):

Conduct of Business by the Company. Except Pending the Merger. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, except as otherwise expressly contemplated or permitted by this Agreement, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), as set forth in Section 6.1 6.01 of the Company Disclosure Schedule Schedule, as required in connection with any Contagion Event, as required by applicable Law or Order, as consented to required by any Contract as in writing by Purchaser effect as of the date of this Agreement, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, (x) the Company shall and shall cause each of its Subsidiaries toto conduct their respective businesses and operations in the ordinary course of business consistent with past practices in all material respects, (y) the Company shall and shall cause each of its Subsidiaries to use commercially their reasonable best efforts to: (i) to preserve intact their current business organizations organizations, goodwill and assets and to preserve its present relationships with Governmental Authorities and other key third parties, including customers, reinsurers, producers, distributors, suppliers and other Persons with whom the Company and its Subsidiaries have business relationships, and (except that any z) the Company shall not and shall cause each of its wholly-owned Subsidiaries may be merged with not to (it being understood that no act or into, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into omission by the Company or any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to compliance with the matters specifically addressed by any provision of Section 6.2 this clause (z) shall be deemed to be a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.clauses (x) or (y)):

Conduct of Business by the Company. Except as otherwise expressly contemplated by During the period from the date of this AgreementAgreement to the Effective Time, as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a), except (x) as set forth in Section 6.1 5.01(a) of the Company Disclosure Schedule Schedule, (y) as specifically permitted or contemplated by any other provision of this Agreement or the other Transaction Agreements or (z) to the extent Parent shall otherwise consent in advance in writing, the Company shall, and shall cause its subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice (including (x) in respect of research and development activities and programs and (y) making capital expenditures with respect to the Sunrise Companies as consented described in the Company Capital Budget) and in compliance in all material respects with all applicable laws and regulations and, to in writing by Purchaser (which consent the extent consistent therewith, use all commercially reasonable efforts to preserve intact their respective current business organizations, keep available the services of their respective current officers and employees and preserve the relationships with their respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that their respective goodwill and ongoing businesses shall not be unreasonably withheld, delayed or conditioned)unimpaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIIITime, the Company shallagrees that, except for the transactions specifically permitted or contemplated by the Transaction Agreements or as set forth in Section 5.01(a) of the Company Disclosure Schedule, it shall not, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) preserve intact their current business organizations (except that not permit any of its wholly-owned Subsidiaries may be merged with or intosubsidiaries to, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 shall be deemed a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.without Parent's prior written consent:

Conduct of Business by the Company. Except as otherwise expressly contemplated by Pending the Merger. The Company covenants and agrees that, between the date of this AgreementAgreement and the earlier of the Effective Time and the date, as required by applicable Legal Requirementsif any, in connection with any activity permitted to be taken by the Company on which this Agreement is terminated pursuant to Section 6.5(a)8.1, except (a) as set forth in Section 6.1 of the Company Disclosure Schedule or may be required by Law, (b) as consented may be agreed to in writing by Purchaser Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of (c) as may be expressly required or permitted pursuant to this Agreement until the earlier to occur Agreement, or (d) as set forth in Section 6.1 of the Effective Time Company Disclosure Letter, (x) the Company shall use its commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business (except with respect to actions or termination of this Agreement pursuant omissions that constitute COVID-19 Measures), and to Article VIIIthe extent consistent therewith, the Company shallshall use its commercially reasonable efforts to preserve substantially intact the material components of its current business organization, and shall cause its Subsidiaries to, carry on their respective businesses to preserve in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) preserve intact their current business organizations (except that any of its wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their present relationships with those key customers, suppliers and other Persons having with which it has material business relations with themrelations; provided, however, provided that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of this Section 6.2 6.1 shall be deemed a breach of this Section 6.1 sentence, unless such action would constitute a breach of such specific provision of Section 6.2.relevant provision; and

Conduct of Business by the Company. Except (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as otherwise expressly contemplated by this Agreement, as may be required by applicable Legal Requirements, in connection with Law or the regulations or requirements of any activity permitted stock exchange or regulatory organization applicable to be taken by the Company pursuant to Section 6.5(a)or any of its Subsidiaries, (ii) as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to may be agreed in writing by Purchaser ETP (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of (iii) as may be contemplated or required by this Agreement until the earlier to occur Agreement, or (iv) as set forth in Section 5.1(a) of the Effective Time or termination of this Agreement pursuant to Article VIIICompany Disclosure Schedule, the Company shall, covenants and shall cause agrees that the business of the Company and its Subsidiaries to, carry on their respective businesses in all material respects shall be conducted in the ordinary course consistent with past practice. To the extent consistent with the foregoingof business, the Company shall and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) to preserve intact their current business organizations (except that any present lines of its wholly-owned Subsidiaries may be merged with or intobusiness, or be consolidated with any of its other wholly-owned Subsidiaries or may be liquidated into the maintain their rights, franchises and Company or any of its Subsidiaries), (ii) keep available the services of their current officers Permits and key employees who are integral to the operation of their businesses as presently conducted and (iii) preserve their relationships with those Persons having business relations with themcustomers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 5.1(b) shall be deemed a breach of this Section 6.1 sentence unless such action would constitute a breach of such specific provision of Section 6.2other provision.

Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, Agreement and as required by applicable Legal Requirements, in connection with any activity permitted to be taken by the Company pursuant to Section 6.5(a)Law, as set forth in Section 6.1 of the Company Disclosure Schedule or as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company shall shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: to (i) preserve intact their current business organizations (except that any of its the Company’s wholly-owned Subsidiaries may be merged with or into, or be consolidated with any of its the Company’s other wholly-owned Subsidiaries or may be liquidated into the Company or any of its Subsidiaries), (ii) keep available the services of their current officers and key employees who are integral to the operation of their businesses as presently conducted conducted, and (iii) preserve their relationships with those Persons having business relations with them; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.2 shall be deemed a breach of this Section 6.1 unless such action would constitute a breach of such specific provision of Section 6.2.