Common use of Conduct of Business Relating to the Purchased Assets Clause in Contracts

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, each Seller (i) will operate the Purchased Assets in the ordinary course of business consistent with the past practices of such Seller or its Affiliates or with Good Utility Practices, (ii) shall use all Commercially Reasonable Efforts to preserve intact such Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with such Seller's program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with such Seller's plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, (y) described in Schedule 6.1, or (z) required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, such Seller shall not with respect to the Purchased Assets: (i) Make any material change in the levels of Inventories customarily maintained by such Seller or its Affiliates with respect to such Purchased Assets, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any material Purchased Assets individually or in the aggregate (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with past practices of such Seller or its Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of Sellers' Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of such Seller or its Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of such Seller or its Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring such Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of such Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate such Purchased Assets in accordance with this Section 6.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to such Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such Seller (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the Collective Bargaining Agreement, (a) hire at, or transfer to such Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of such Seller or Genco, (b) increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practices, (c) take any action prior to the Closing to effect a change in a Collective Bargaining Agreement, or (d) take any action prior to the Closing to increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employees; (viii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for such Seller's account; and (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (viii).

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, each Seller Sellers (i) will operate the Purchased Assets in the ordinary course of business consistent with the past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, (ii) shall use all Commercially Reasonable Efforts to preserve intact such the Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with such Seller's Sellers' program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with such Seller's Sellers' plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, (y) Agreement or as described in Schedule 6.1, or (z) as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, such Seller Sellers shall not with respect to the Purchased Assets: (i) Make any material change in the levels of Inventories customarily maintained by such Seller Sellers or its their Affiliates with respect to such the Purchased Assets, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any material Purchased Assets individually or in the aggregate (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of the Sellers' Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring such Seller's Sellers' rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of such Seller Sellers (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets1,000,000; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate such Purchased Assets in accordance with this Section 6.1;in (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to such the Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such Seller Sellers (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the IBEW Collective Bargaining AgreementAgreement (as defined in Section 6.10(d)), (a) hire at, or transfer to such the Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of such Seller or GencoSellers, (b) materially increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practicesClosing, (c) take any action prior to the Closing to effect a material change in a the Collective Bargaining Agreement, or (d) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employeesAssets; (viii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for such Seller's Sellers' account; and (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (viii).

Conduct of Business Relating to the Purchased Assets. (a) Except ---------------------------------------------------- as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, each Seller Sellers (i) will operate the Purchased Assets in the ordinary course of business consistent with the past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, (ii) shall use all Commercially Reasonable Efforts to preserve intact such the Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with such Seller's Sellers' program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with such Seller's Sellers' plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, (y) Agreement or as described in Schedule 6.1, or (z) as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, such Seller Sellers shall not with respect to the Purchased Assets: (i) Make any material change in the levels of Inventories customarily maintained by such Seller Sellers or its their Affiliates with respect to such the Purchased Assets, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any material Purchased Assets individually or in the aggregate (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of the Sellers' Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of such Seller Sellers or its their Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring such Seller's Sellers' rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of such Seller Sellers (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets1,000,000; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate such the Purchased Assets in accordance with this Section 6.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to such the Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such Seller Sellers (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the IBEW Collective Bargaining AgreementAgreement (as defined in Section 6.10(d)), (a) hire at, or transfer to such the Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of such Seller or GencoSellers, (b) materially increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practicesClosing, (c) take any action prior to the Closing to effect a material change in a the Collective Bargaining Agreement, or (d) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employeesAssets; (viii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for such Seller's Sellers' account; and (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (viii).

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, each Seller (i) will operate the Purchased Assets in the ordinary course of business consistent with the past practices of such Seller Seller, or its Affiliates or with Good Utility Practices, (ii) shall use all Commercially Reasonable Efforts to preserve intact such Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with such Seller's program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with such Seller's plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, (y) described in Schedule 6.1, or (z) required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, such Seller shall not with respect to the Purchased Assets: (i) Make any material change in the levels of Inventories customarily maintained by such Seller or its Affiliates with respect to such the Purchased Assets, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any material Purchased Assets individually or in the aggregate (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with past practices of such Seller or its Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of Sellers' Seller's Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of such Seller or its Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of such Seller or its Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring such Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of such Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate such the Purchased Assets in accordance with this Section 6.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to such the Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such Seller (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the Collective Bargaining Agreement, (a) hire at, or transfer to such the Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of such Seller or GencoSeller, (b) increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practices, (c) take any action prior to the Closing to effect a change in a Collective Bargaining Agreement, or (d) take any action prior to the Closing to increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' Seller's past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employees; (viii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for such Seller's account; and (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed 42 transactions set forth in the foregoing paragraphs (i) through (viii).

Conduct of Business Relating to the Purchased Assets. (a) Except as described in Schedule 6.1 or as expressly contemplated by this Agreement or to the extent Buyer otherwise consents in writing, during the period from the date of this Agreement to the Closing Date, each Seller (i) will operate the Purchased Assets in the ordinary course of business consistent with the past practices of such Seller or its Affiliates or with Good Utility Practices, (ii) shall use all Commercially Reasonable Efforts to preserve intact such Purchased Assets, and endeavor to preserve the goodwill and relationships with customers, suppliers and others having business dealings with it, (iii) shall maintain the insurance coverage described in Section 4.4, (iv) shall comply with all applicable laws relating to the Purchased Assets, including without limitation, all Environmental Laws, except where the failure to so comply would not result in a Material Adverse Effect, and (v) shall continue with such Seller's program, or (at Buyer's expense) as Buyer may direct, to install such equipment or software with respect to Year 2000 Compliance in accordance with such Seller's plans referred to in Section 2.1(k). Without limiting the generality of the foregoing, and, except as (x) contemplated in this Agreement, (y) described in Schedule 6.1, or (z) required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer, such Seller shall not with respect to the Purchased Assets: (i) Make any material change in the levels of Inventories customarily maintained by such Seller or its Affiliates with respect to such the Purchased Assets, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any material Purchased Assets individually or in the aggregate (except for Purchased Assets used, consumed or replaced in the ordinary course of business consistent with past practices of such Seller or its Affiliates or with Good Utility Practices) other than to encumber Purchased Assets with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate prior to the expiration date any of Sellers' Seller's Agreements or Real Property Leases or any of the Permits or Environmental Permits associated with such Purchased Assets in any material respect, other than (a) in the ordinary course of business, to the extent consistent with the past practices of such Seller or its Affiliates or with Good Utility Practices, (b) with cause, to the extent consistent with past practices of such Seller or its Affiliates or with Good Utility Practices, or (c) as may be required in connection with transferring such Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel having a term greater than six months and not terminable on or before the Closing Date either (i) automatically, or (ii) by option of such Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel not previously approved by Buyer would exceed $1,000,000 for all Aggregate Purchased Assets; (v) Sell, lease or otherwise dispose of Emission Allowances, or Emission Reduction Credits identified in Schedule 2.1(h), except to the extent necessary to operate such the Purchased Assets in accordance with this Section 6.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to such the Purchased Assets that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such Seller (or, after the Closing, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of the Collective Bargaining Agreement, (a) hire at, or transfer to such the Purchased Assets, any new employees prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of such Seller or GencoSeller, (b) increase salaries or wages of employees employed in connection with the Purchased Assets prior to the Closing other than in the ordinary course of business and in accordance with Seller's past practices, (c) take any action prior to the Closing to effect a change in a Collective Bargaining Agreement, or (d) take any action prior to the Closing to increase the aggregate benefits payable to the employees employed in connection with the Purchased Assets other than increases for Non-Union Employees in the ordinary course of business and in accordance with Sellers' Seller's past practices or (e) enter into any employment contracts with employees at the Purchased Assets or any collective bargaining agreements with labor organizations representing such employees;; 41 (viii) Make any Capital Expenditures except as permitted by Section 3.3(a)(iii) or for such Seller's account; and (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (viii).