Common use of Conduct of Business of the Company and its Subsidiaries Clause in Contracts

Conduct of Business of the Company and its Subsidiaries. From the date hereof until the Effective Time of the S Merger, the Company and its Subsidiaries shall conduct their business in the Ordinary Course of Business of the Company and shall use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and key employees. Except as otherwise approved in writing by Parent or as expressly contemplated by this Agreement, the Ancillary Agreements, the Georgia Agreements or the Texas Agreements, and without limiting the generality of the foregoing, from the date hereof until the Effective Time of the S Merger: (a) the Company shall not, and shall not permit any of its Subsidiaries to, adopt or propose any change in its Organizational Documents (other than the Company Charter Amendment); (b) the Company shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire, develop, lease, operate or manage, by merging or consolidating with, or by purchasing a material portion of the assets of any Business, or by any other manner of acquiring: (i) any Business; (ii) any assets, other than assets that are not material to the Company and its Subsidiaries taken as a whole, except in the Ordinary Course of Business of the Company or as permitted under Section 6.1(k) hereof; or (iii) any new amusement park of any kind; (c) the Company shall not, and shall not permit its Subsidiaries to, sell, lease, license, mortgage or otherwise encumber or subject to any Liens or otherwise transfer or dispose of any of its material properties or assets, or other ownership interest in any of its properties, assets or subsidiaries, other than: (i) in the Ordinary Course of Business of the Company; (ii) pursuant to any agreements existing as of the date hereof, which agreements are set forth on SCHEDULE 6.1(C) hereto; and (iii) Permitted Liens;

Conduct of Business of the Company and its Subsidiaries. From (a) Except (i) for the Reorganization, (ii) for the matters set forth in Section 6.01(a) of the White Mountains Disclosure Schedule, (iii) as otherwise expressly required or permitted by the terms of this Agreement or any other Transaction Agreements or (iv) to the extent that Berkshire Hathaway shall have otherwise given its consent or approval (which consent or approval shall not be unreasonably withheld or delayed), during the period commencing on the date hereof of this Agreement until the Effective Time Closing Date, White Mountains shall cause the Transferred Subsidiaries to conduct their respective businesses in the usual, regular and ordinary course in substantially the same manner as conducted as of the S Merger, the Company and its Subsidiaries shall conduct their business in the date of this Agreement (“Ordinary Course of Business of the Company Business”) and shall to use their best respective commercially reasonable efforts to preserve intact their the current business organizations organization and relationships with third parties and operations of the Transferred Subsidiaries. (b) In addition to keep available the services of their present officers and key employees. Except as otherwise approved in writing by Parent or as expressly contemplated by this Agreement, the Ancillary Agreements, the Georgia Agreements or the Texas Agreements, and without limiting the generality of the foregoingimmediately preceding sentence, from the date hereof of this Agreement until the Effective Time Closing Date, except as required or specifically contemplated by this Agreement or any other Transaction Agreement or consented to or approved in advance by Berkshire Hathaway, White Mountains and its Subsidiaries will not, and will not permit the Transferred Subsidiaries to, do any of the S Mergerfollowing with respect to the Transferred Subsidiaries: (ai) the Company shall notdeclare, and shall not permit set aside, pay or make any dividend or other distribution or payment (whether in cash, property, securities or otherwise) to White Mountains or any of its Affiliates, other than the Transferred Subsidiaries; (ii) make any investments of cash or cash equivalents, other than in the Ordinary Course of Business; (iii) incur any material capital expenditures, other than in the Ordinary Course of Business; (iv) incur, assume, guarantee, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise), other than in the Ordinary Course of Business; (v) purchase or sell any material assets, other than in the Ordinary Course of Business; (vi) enter into, modify, amend, terminate or waive in any material way any rights under any material contracts, other than in the Ordinary Course of Business; (vii) hire any individual who, if hired, would be an Employee, other than any such individual who is hired in order to replace an Employee whose employment with the Transferred Subsidiaries toterminates on or following the date of this Agreement; (viii) enter into any employment, adopt consulting, special retirement, change of control, separation, severance or propose retention agreement with any change in employee, other than any such agreement for which White Mountains or its Organizational Documents Subsidiaries (other than the Company Charter Amendment)Transferred Subsidiaries) shall be solely liable and which shall not result in any obligation of, or commitment by, the Berkshire Parties or their Affiliates; (bix) increase the Company shall not, and shall not permit compensation or benefits payable or provided to any of its Subsidiaries to, acquire or agree to acquire, develop, lease, operate or manage, by merging or consolidating with, or by purchasing a material portion of the assets of any Business, or by any other manner of acquiring: (i) any Business; (ii) any assetsemployee, other than assets that are not material to the Company and its Subsidiaries taken as a whole, except (A) any such increases in the Ordinary Course of Business and (B) any such increases for which White Mountains or its Subsidiaries or Affiliates (other than the Transferred Subsidiaries) shall be solely liable and, in the case of the Company preceding clause (B), which shall not result in any obligation of, or as permitted under Section 6.1(k) hereof; commitment by, the Berkshire Parties or (iii) any new amusement park of any kindtheir Affiliates; (cx) the Company shall notexcept as required by applicable Law, and shall not permit its Subsidiaries toenter into, sell, lease, license, mortgage adopt or otherwise encumber or subject to amend any Liens or otherwise transfer or dispose of Transferred Subsidiary Benefit Plan; (xi) make any of its material properties or assets, or other ownership interest change in any method or practice of its propertiesaccounting for financial reporting, assets except as required by applicable Law, GAAP or subsidiariesSAP as in effect from time to time; (xii) enter into any transaction with any Affiliate of White Mountains, other than: (i) than the Transferred Subsidiaries, other than in the Ordinary Course of Business Business; (xiii) settle any material Legal Proceedings, other than claims-related Legal Proceedings settled in the Ordinary Course of Business; (xiv) amend any articles of incorporation, bylaws or similar governing documents; or (xv) commit or agree to take any of the Companyforegoing actions. With respect to this Section 6.01, the parties understand and acknowledge that investment decisions that are consistent with the generally applicable investment policies of White Mountains (including changes to such policies) shall be deemed to be in the Ordinary Course of Business. (c) White Mountains agrees that for a period of one year following the Closing, neither White Mountains nor any of its Affiliates shall solicit for employment or hire any Employee; (iiprovided, that general solicitation, including through newspaper or online advertisements not directed at Employees, shall not be deemed to violate the prohibition on solicitation contained in this Section 6.01(c); provided further, that the restrictions set forth in this Section 6.01(c) pursuant shall not apply to any agreements existing as Employee whose employment is terminated involuntarily by the Berkshire Parties or any of their respective Affiliates upon or following the date hereof, which agreements are set forth on SCHEDULE 6.1(C) hereto; and (iii) Permitted Liens;Closing.

Conduct of Business of the Company and its Subsidiaries. From Except to the date hereof until the Effective Time of the S Mergerextent expressly provided otherwise in this Agreement, the Company and its Subsidiaries shall conduct their business as set forth in the Ordinary Course of Business Section 4.1 of the Company and shall use their best efforts Disclosure Letter or as consented to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and key employees. Except as otherwise approved in writing by Parent or as expressly contemplated by this AgreementParent, during the Ancillary Agreements, the Georgia Agreements or the Texas Agreements, and without limiting the generality of the foregoing, period from the date hereof and continuing until the Effective Time earlier of the S Mergertermination of this Agreement or the Effective Time: (a) the The Company shall notshall, and shall not permit any cause each of its Subsidiaries to, adopt conduct its business in the ordinary course in substantially the same manner as heretofore conducted, including using commercially reasonable efforts to manage working capital and maintain collections (as a proportion of accounts receivable) and disbursements at historic levels (except to the extent expressly provided otherwise in this Agreement or propose any change as consented to in its Organizational Documents (other than the Company Charter Amendmentwriting by Parent); (b) the The Company shall notshall, and shall not permit any cause each of its Subsidiaries to, acquire or agree to acquire(1) pay all of its debts and material Taxes when due, develop, lease, operate or manage, by merging or consolidating with, or by purchasing a material portion of the assets of any Business, or by any other manner of acquiring: (i) any Business; (ii) any assets, other than assets that are not material except to the Company extent such debts or Taxes are being contested in good faith by appropriate proceedings and for which adequate reserves according to GAAP have been established, (2) pay or perform its Subsidiaries taken as a wholeother obligations when due, except in and (3) use commercially reasonable efforts to (A) preserve intact its present business organizations, (B) keep available the Ordinary Course services of Business of its present officers and key employees, and (C) preserve its relationships with clients and others having business dealings with it, to the Company or as permitted under Section 6.1(k) hereof; or (iii) any new amusement park of any kindend that its goodwill and ongoing businesses shall be unimpaired at the Closing Date; (c) The Company shall promptly notify Parent of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to have a Material Adverse Effect on the Company or which is reasonably likely to cause any of the conditions in Article 5 not to be satisfied, provided, however, that none of any such notices shall notbe deemed to have amended any section of the Company Disclosure Letter or modified any representation or warranty for the purposes of (a) determining the satisfaction of the conditions set forth in Article 5 or (b) limiting any rights under Article 7; provided, further, that the failure to comply with the foregoing provisions of this Section 4.1(c), in and of itself, shall be ignored for determining whether any of the conditions in Article 5 have not been satisfied and shall not be considered in determining the amount of any Losses under Article 7; and (d) The Company shall, and shall not permit cause each of its Subsidiaries to, sell, lease, license, mortgage assure that each of the Contracts entered into on or otherwise encumber or subject to any Liens or otherwise transfer or dispose after the date hereof by it shall not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of its material properties or assetsany party in connection with, or other ownership interest in any of its properties, assets or subsidiaries, other than: (i) in the Ordinary Course of Business terminate as a result of the Company; (ii) pursuant to any agreements existing as of consummation of, the date hereof, which agreements are set forth on SCHEDULE 6.1(C) hereto; and (iii) Permitted Liens;Transactions.