Common use of Conduct of Business of the Sale Entities Clause in Contracts

Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Sellers shall cause each of the Sale Entities and JV Companies (and with respect to the JV Companies, solely to the extent that Sellers or their Subsidiaries, pursuant to such JV Company’s Organizational Documents, are permitted to cause such JV Companies), to (i) conduct its respective business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination) or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its respective relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity or JV Company. In addition, from the Effective Date until the earlier of (i) Closing and (ii) the termination of this Agreement pursuant to Article IX, Sellers shall use Reasonable Efforts to cause each of the Sale Entities to incur capital expenditures in the aggregate in the ordinary course, consistent with past practices including for the period prior to December 31, 2020, substantially in accordance with the 2020 budgets Sellers provided to Buyer prior to the Effective Date. Except as required or permitted by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination or as permitted with respect to any Affiliate arrangements), as may be required by any Material Contract, applicable Law, any Governmental Authority or any Permit, as may be prudent under Good Industry Practice or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, without the consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed, Sellers shall not cause or permit any of the Sale Entities or JV Companies (and with respect to the JV Companies, solely to the extent that Sellers or their Subsidiaries, pursuant to such JV Company’s Organizational Documents, are permitted not to cause or not to permit such JV Companies) to:

Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Sellers Seller shall cause each of the Sale Entities and the JV Companies Company (and with respect to the JV CompaniesCompany, solely to the extent that Sellers Seller or their its Subsidiaries, pursuant to such the JV Company’s Organizational Documents, are permitted to cause such the JV CompaniesCompany), to (i) conduct its respective business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination) or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its respective relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity or the JV Company. In addition, from the Effective Date until the earlier of (i) Closing and (ii) the termination of this Agreement pursuant to Article IX, Sellers Seller shall use Reasonable Efforts to cause each of the Sale Entities to incur capital expenditures in the aggregate in the ordinary course, consistent with past practices including for the period prior to December 31, 2020, substantially in accordance with the 2020 budgets Sellers budget Seller provided to Buyer prior to the Effective DateDate and, to the extent applicable, substantially in accordance with the 2021 budget provided pursuant to Section 5.15. Except as required or permitted by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination or as permitted with respect to any Affiliate arrangementsarrangements or the Reorganization), as may be required by any Material Contract, applicable Law, any Governmental Authority or any Permit, as may be prudent under Good Industry Practice or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, without the consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed, Sellers Seller shall not cause or permit any of the Sale Entities or the JV Companies Company (and with respect to the JV CompaniesCompany, solely to the extent that Sellers Seller or their its Subsidiaries, pursuant to such the JV Company’s Organizational Documents, are permitted not to cause or not to permit such the JV CompaniesCompany) to:

Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Sellers Seller shall cause each of the Sale Entities and the JV Companies Company (and with respect to the JV CompaniesCompany, solely to the extent that Sellers Seller or their its Subsidiaries, pursuant to such the JV Company’s Organizational Documents, are permitted to cause such the JV CompaniesCompany), to (i) conduct its respective business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination) or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its respective relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity or the JV Company. In addition, from the Effective Date until the earlier of (i) Closing and (ii) the termination of this Agreement pursuant to Article IX, Sellers Seller shall use Reasonable Efforts to cause each of the Sale Entities to incur capital expenditures as set forth in the applicable budget for the then current fiscal year in the aggregate in the ordinary course, course consistent with past practices including for the period prior to December 31, 2020, substantially in accordance with the 2020 budgets Sellers provided to Buyer prior to the Effective Datepractices. Except as required or permitted by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination or as permitted with respect to any Affiliate arrangements), as may be required by any Material Contract, applicable Law, any Governmental Authority or any Permit, as may be prudent under Good Industry Practice or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, without the consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed, Sellers Seller shall not not, and shall cause or permit any of the Sale Entities or and the JV Companies Company (and with respect to the JV CompaniesCompany, solely to the extent that Sellers Seller or their its Subsidiaries, pursuant to such the JV Company’s Organizational Documents, are permitted not to cause or not to permit such the JV CompaniesCompany) not to:

Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Sellers Seller shall cause each of the Sale Entities and JV Companies (and with respect to the JV Companies, solely to the extent that Sellers or their Subsidiaries, pursuant to such JV Company’s Organizational Documents, are permitted to cause such JV Companies), Entity to (i) conduct its respective business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination) or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its respective relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity or JV Company. In addition, from the Effective Date until the earlier of (i) Closing and (ii) the termination of this Agreement pursuant to Article IX, Sellers shall use Reasonable Efforts to cause each of the Sale Entities to incur capital expenditures in the aggregate in the ordinary course, consistent with past practices including for the period prior to December 31, 2020, substantially in accordance with the 2020 budgets Sellers provided to Buyer prior to the Effective DateEntity. Except as required or permitted by this Agreement (includingAgreement, if applicable, to effectuate the Q-Pipe Termination or as permitted with respect to any Affiliate arrangements), as may be required by any Material ContractContract in effect as of the Effective Date and set forth in the Schedules, applicable Law, any Governmental Authority or any Permit, as may be prudent under Good Industry Practice Permit or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, without the consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed, Sellers Seller shall not cause or permit any Sale Entity to: (i) sell, transfer, convey, license, abandon, let lapse or otherwise dispose of any assets or properties, other than sales, transfers, conveyances or other dispositions (A) of obsolete or surplus assets, (B) in accordance with any existing Contract, (C) other than with respect to Intellectual Property, that do not exceed $5,000,000 in the aggregate, (D) with respect to Intellectual Property, the grant of non-exclusive licenses in the ordinary course of business consistent with past practice, or (E) pursuant to the Internal Reorganization; (ii) modify or amend in any material respect, terminate or waive any material right under any Material Contract, or enter into a Contract that would have been a Material Contract had it been entered into prior to the Effective Date, except for (A) any renewals or extensions of existing Contracts on substantially the same terms as such existing Contract, (B) any Contracts entered into in the ordinary course of business (other than the types of contracts specified in clause (d), (e) or (f) of the definition of “Material Contract”), (C) any Contracts with respect to capital expenditures in the ordinary course of business, (D) any Contract necessary or required to effect the Internal Reorganization and (E) termination of any Contracts with Affiliates pursuant to Section 5.8; (iii) amend the Organizational Documents of any Sale Entity, except for immaterial or ministerial amendments or in order to effectuate the Internal Reorganization; 48 4894-6761-6617 v.11 (iv) except for any Indebtedness that will be repaid in full prior to Closing, incur any Indebtedness for borrowed money or guarantee any such Indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Sale Entities Entities, except for Indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice; (v) create or JV Companies (and with respect incur any Lien material to the JV Companies, solely to the extent that Sellers Company or their any of its Subsidiaries, taken as a whole, other than Permitted Encumbrances incurred in the ordinary course of business consistent with past practice; (vi) make any capital expenditures outside the ordinary course of business except in the event of an emergency situation or to address human health and safety issues; (vii) except as may be required to effect the Internal Reorganization, make any acquisitions (including by merger) of the capital stock, equity securities, membership interests or a material portion of the assets of any other Person; (viii) increase in any respect the compensation of any Business Employee (provided that payments of bonuses and other grants and awards made in the ordinary course of business shall not constitute an increase in compensation), except (A) in the ordinary course of business consistent with past practice, but under no circumstances will such increase exceed three percent (3%) of a Business Employee’s annual salary or hourly rate unless Buyer agrees seven (7) days prior to such increase, (B) as required pursuant to applicable Law or the terms of any Employee Plans or other employee benefit plans or arrangements in effect on the Effective Date and (C) annual cost-of-living, merit, new hire, promotion or similar increases in salaries, wages and benefits of employees made in the ordinary course of business and consistent with past practice, but under no circumstances will such JV Companyincrease exceed three percent (3%) of a Business Employee’s Organizational Documentsannual salary or hourly rate without the prior written consent of Buyer, are permitted such consent not to be unreasonably withheld, delayed or condition) at least seven (7) days prior to such increase; (ix) (A) hire or engage any individual who would be a Business Employee and whose annual base compensation is expected to exceed $175,000, (B) terminate the employment or service provider relationship of any Business Employee other than a termination for cause, or (C) cause any Business Employee to cease providing services primarily for Seller or not any of its Affiliates, in each case other than in the ordinary course of business; (x) adopt or amend any Employee Plans (except as required by Law or for immaterial or ministerial amendments; provided, however, that if any such amendment is made, copies of such amendments are promptly provided to permit such JV CompaniesBuyer); (xi) (A) become a party to:, establish, adopt or enter into any collective bargaining or other labor union Contract or (B) amend or modify any collective bargaining or other labor union Contract in effect on the Effective Date;

Conduct of Business of the Sale Entities. (a) From the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, Sellers Seller shall cause each of the Sale Entities and JV Companies (and with respect to the JV Companies, solely to the extent that Sellers or their Subsidiaries, pursuant to such JV Company’s Organizational Documents, are permitted to cause such JV Companies), Entity to (i) conduct its respective business in all material respects in the ordinary course of business, unless otherwise contemplated by this Agreement (including, if applicable, to effectuate the Q-Pipe Termination) or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its Reasonable Efforts to preserve and maintain its respective relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with such Sale Entity or JV Company. In addition, from the Effective Date until the earlier of (i) Closing and (ii) the termination of this Agreement pursuant to Article IX, Sellers shall use Reasonable Efforts to cause each of the Sale Entities to incur capital expenditures in the aggregate in the ordinary course, consistent with past practices including for the period prior to December 31, 2020, substantially in accordance with the 2020 budgets Sellers provided to Buyer prior to the Effective DateEntity. Except as required or permitted by this Agreement (includingAgreement, if applicable, to effectuate the Q-Pipe Termination or as permitted with respect to any Affiliate arrangements), as may be required by any Material ContractContract in effect as of the Effective Date and set forth in the Schedules, applicable Law, any Governmental Authority or any Permit, as may be prudent under Good Industry Practice Permit or as set forth on Schedule 5.4(a), from the Effective Date until the earlier of the Closing and the termination of this Agreement pursuant to Article IX, without the consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed, Sellers Seller shall not cause or permit any Sale Entity to: (i) sell, transfer, convey, license, abandon, let lapse or otherwise dispose of the Sale Entities any assets or JV Companies properties, other than sales, transfers, conveyances or other dispositions (and A) of obsolete or surplus assets, (B) in accordance with any existing Contract, (C) other than with respect to Intellectual Property, that do not exceed $5,000,000 in the JV Companiesaggregate, solely (D) with respect to Intellectual Property, the grant of non-exclusive licenses in the ordinary course of business consistent with past practice, or (E) pursuant to the extent Internal Reorganization; (ii) modify or amend in any material respect, terminate or waive any material right under any Material Contract, or enter into a Contract that Sellers would have been a Material Contract had it been entered into prior to the Effective Date, except for (A) any renewals or their Subsidiariesextensions of existing Contracts on substantially the same terms as such existing Contract, (B) any Contracts entered into in the ordinary course of business (other than the types of contracts specified in clause (d), (e) or (f) of the definition of “Material Contract”), (C) any Contracts with respect to capital expenditures in the ordinary course of business, (D) any Contract necessary or required to effect the Internal Reorganization, and (E) termination of any Contracts with Affiliates pursuant to such JV Company’s Section 5.8; (iii) amend the Organizational DocumentsDocuments of any Sale Entity, are permitted not except for immaterial or ministerial amendments or in order to cause or not to permit such JV Companies) to:effectuate the Internal Reorganization;