Common use of Conduct of the Business Prior to the Closing Date Clause in Contracts

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.11, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment to take any of the actions prohibited by this Section 6.1(a).

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned withheld or delayed, prior to the Closing, Seller will, with respect to the Business, and will cause its Affiliates the Subsidiary to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business, provided that such ordinary course exception shall not be applicable to any (A) collective bargaining agreement (as to which Section 6.14 shall apply) or (B) release or assignment of any natural gas supply, pipeline transportation or storage Contract for a term of more than one month unless there is a Legal Requirement to the contrary; (iv) not (A) purchase, sell, lease (as lessor) or lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease (as lessor)lease, disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, material Assets other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow hire any material change new employee unless such employee is a bona fide replacement for either a presently-filled position or a vacancy in the levels of inventory customarily maintained by Seller an authorized position with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 500,000 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal RequirementsRequirements and Orders, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAPfaith; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent or in accordance with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.11Contract, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliatescollective bargaining agreement, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts to increase any amounts payable thereunder or benefits provided thereunder; (except, with respect to ix) not terminate any Material Contract except in the case of a breach of such amendment, as may be required Contract by applicable law)the other party thereto; (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt in the ordinary course of business (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and ), except pursuant to advances made by Seller to the BusinessBusiness or to the Subsidiary; (xiiixi) to not amend the extent relating primarily to Organizational Documents of the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refundSubsidiary; (xiv) maintain the Policies; (xvxii) not initiate make any general rate Proceeding change in the stock ownership of the Subsidiary and not grant, issue, sell, dispose of, pledge or settle or withdraw otherwise encumber any material filings relating to interest in the Business with any Governmental BodySubsidiary; and (xvixiii) not make any commitment to take any of the actions prohibited by this Section 6.1(a).

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) Except as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayedPlan of Merger, prior to the Closing, Seller the Company will, and will cause its Affiliates to: (i1) not make or permit any material change in the general nature of the Businessits business; (ii2) operate maintain its business in accordance with prudent business judgment and consistent with past practice and policy, and maintain the Business its assets in the ordinary course of business consistent with Good Utility Practicesgood repair, order and operate and maintain the Assets in their present condition, reasonable wear and tear excepted; (3) preserve the Company as an ongoing business and use reasonable efforts to maintain the goodwill associated with the Company; (4) preserve all of the Company's Licenses; (5) not enter into any material transaction or Contract involving a total commitment by or to any party thereto of more than $10,000 on an annual basis or more than $30,000 on its remaining term which cannot be terminated on no more than 60 days' notice without penalty or additional cost to the Company as the terminating party, subject to retirements except in the ordinary course of businessbusiness and consistent with past practice; (iii6) not enter intopurchase, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or lease, dispose of or otherwise transfer or make any Contract contract for the purchase, sale, lease (as lessor)lease, disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance)Lien, any Assets, other than (1) of the sale assets of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregateCompany; (v7) not allow hire any material change in new employee unless such new employee is hired at-will and such new employee's total compensation is the levels same or less than present employees of inventory customarily maintained by Seller with respect to the BusinessCompany as of the date hereof; (vi8) not voluntarily change in any material respect or terminate any insurance policies disclosed on Schedule 4.12 that presently are in effect unless equivalent coverage is obtained; (9) not make any unbudgeted capital expenditure changes in financial policies or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruptionpractices, emergency or casualty lossstrategic or operating policies or practices; (vii10) comply in all material respects with all applicable material Legal RequirementsLaws and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAPfaith; (viii11) comply not adopt, amend (other than amendments that reduce the amounts payable by Parent or any of its subsidiaries or amendments required by law) or assume an obligation to contribute to any Benefit Plan or collective bargaining agreement or enter into any employment, consulting, severance or similar Contract with any Person (including without limitation, contracts with management of the Employee AgreementCompany or any of its Affiliates that might require payments be made upon consummation of the transactions contemplated hereby) or amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder; (ix12) except in the ordinary course of business or as required by the terms of any existing Contract or Benefit Plan, not grant any increase or change in total compensation, benefits or pay any bonus to any employee, director or consultant; (A13) not grant or enter into or extend the term of any Contract with respect to continued employment or service for any employee, officer, director or consultant; (14) not make any loan or advance to any Person other than to any officer, director, shareholder or employee in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.11, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi15) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Bodyits organizational documents; and (xvi16) not make incur any commitment to take any of the actions prohibited by this Section 6.1(a)indebtedness.

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates (including the Subsidiary) to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 1,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 500,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.115.12, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the BusinessBusiness or to the Subsidiary; (xiii) not amend the Organizational Documents of the Subsidiary; (xiv) not make any change in the stock ownership of the Subsidiary and not grant, issue, sell, dispose of, pledge or otherwise encumber any interest in the Subsidiary; (xv) solely in the case of the Subsidiary, not declare, set aside or pay any non-cash dividend or other non-cash distribution with respect to the capital stock of the Subsidiary; (xvi) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xivxvii) maintain the Policies; (xvxviii) not initiate any general base rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvixix) not make any commitment to take any of the actions prohibited by this Section 6.1(a).

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (xi) as contemplated in this Agreement or in Schedule 6.1, (yii) as required by any Legal Requirement or Order or (ziii) as otherwise expressly consented to in writing by Buyer, Buyer which consent will not be unreasonably withheld, conditioned withheld or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:with respect to the Business. (i1) not Not make or permit any material change in the general nature of the Business; (ii2) operate Maintain and maintain conduct the Business in the ordinary course of business in accordance with prudent business judgment and consistent with Good Utility Practicespast practice and policy, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business, use all reasonable efforts to preserve intact the present business organization and the relationship with customers, suppliers and others having business dealings with the Business; (iii3) not Not enter into, assign, amend, renew or extend, into any Lease, Easement, material transaction or Material Contract other than in the ordinary course of businessbusiness in accordance with prudent business judgment and consistent with past practice and policy; (iv4) not (A) Not purchase, sell, lease (as lessor) or lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease (as lessor)lease, disposition or transfer of, or subject to Encumbrance, any Encumbrance (material Assets other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer accordance with prudent business judgment and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregateconsistent with past practice and policy; (v5) not allow Not hire any material change new employee unless such employee is a BONA FIDE replacement for either a presently-filled position or a vacancy in the levels of inventory customarily maintained by Seller an authorized position with respect to the Business; (vi6) not Not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 200,000 in the aggregate that is not included in the Capital Budget except in the event of service interruption, emergency or casualty loss, and use commercially reasonable efforts to make capital expenditures in accordance with the Capital Budget; (vii7) comply Comply in all material respects with all applicable material Legal RequirementsRequirements and Orders, including without limitation those relating to the filing of reports reports, the timely filing of Tax Returns and the payment of Taxes due to be paid prior to the Closing, other than those Taxes contested in good faith for which reserves have been established in accordance with GAAPfaith; (viii) comply with the Employee Agreement; (ix) except (A) 8) Except in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by practices or in accordance with the terms of any existing Contract which has been disclosed on Schedule 5.11Contract, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliatescollective bargaining agreement, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or or, except as permitted by Section 10.2, enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to increase any such amendment, as may be required by applicable law)amounts payable thereunder or benefits provided thereunder; (x9) not Not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii10) not Not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt in the ordinary course of business (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) ), except in connection with additional borrowings under the Existing Loan Documents and any renewal, extension, rearrangement or refunding of any indebtedness created under or evidenced by the Existing Loan Documents, and except pursuant to advances made by Seller to the Business;; or (xiii11) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw Not make any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment Body prior to take any consulting with Buyer except for filings made in the ordinary course of the actions prohibited by this Section 6.1(a)business consistent with past practices.

Conduct of the Business Prior to the Closing Date. With respect to the Business, except Except (xi) as contemplated in this Agreement or in Schedule 6.1Agreement, (yii) as required by any Legal Requirement law or Order regulation, (iii) as set forth in Section 6.1 of the ONSS Disclosure Schedule, or (ziv) as otherwise expressly consented to in writing by BuyerUSXX, which consent will shall not be unreasonably withheld, conditioned withheld or delayed, prior to the Closing, Seller ONSS will, and will cause its Affiliates to: (i1) not Not make or permit any material change in the general nature of its business as described in the BusinessONSS Annual Report on Form 10-K for the fiscal year ending December 31, 1999; (ii2) operate Maintain its Ordinary Course of Business in accordance with prudent business judgment and maintain the Business its assets in the ordinary course of business consistent with Good Utility Practicesgood operating repair, order and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course Ordinary Course of businessBusiness; (iii3) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in Preserve ONSS as an ongoing business and use reasonable efforts to maintain the ordinary course of businessgoodwill associated with it; (iv4) not Preserve all of its licenses, authorizations and other governmental rights and permits necessary for the operation of ONSS; (A5) Not enter into any Material Contract; (6) Not purchase, sell, lease (as lessor) or lease, dispose of or otherwise transfer or make any Contract contract for the purchase, sale, lease (as lessor)lease, disposition or transfer of, or subject to lien, any Encumbrance (of the assets of ONSS other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course Ordinary Course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi7) Not voluntarily change in any material respect or terminate any insurance policies disclosed on Section 5.15(a) of the ONSS Disclosure Schedule that presently are in effect unless substantially equivalent coverage is obtained; (8) Except as disclosed or specifically contemplated in this Agreement or in Section 6.1 of the ONSS Disclosure Schedule, and with respect to budgeted expenditures known and specifically disclosed in writing to USXX before the date of this Agreement, subject to adjustments in the Ordinary Course of Business and other deviations (which in the aggregate shall not exceed 5% on an annualized basis during the period from the date of this Agreement until the Closing Date), not make any unbudgeted material capital expenditure or capital expenditure commitment commitment; (9) Not make any changes in excess of $5,000,000.00 in the aggregate financial policies or practices, or strategic or operating policies or practices, except in the event Ordinary Course of service interruption, emergency or casualty lossBusiness; (vii10) comply Comply in all material respects with all applicable material Legal RequirementsRequirements and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAPfaith; (viii11) comply with Not adopt, amend (other than amendments that reduce the Employee Agreement; (ix) except (A) in the ordinary course amounts payable by USXX or any of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as its Subsidiaries or amendments required by the terms of law) or assume an obligation to contribute to any existing Contract which has been disclosed on Schedule 5.11, Employee ONSS Benefit Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees collective bargaining agreement or enter into any written employment, consulting, severance or similar Contract with any Person (including without limitation, contracts with management of ONSS or any of its Affiliates that might require payments be made upon consummation of the transactions contemplated hereby) or amend any such existing Contracts contracts; (except12) Except in the Ordinary Course of Business or as required by the terms of any Contract in effect, or ONSS Benefit Plan in existence, as of the date of this Agreement, not grant any increase or change in total compensation, benefits or pay any bonus to any employee, director or consultant; (13) Not grant or enter into or extend the term of any Contract with respect to continued employment or service for any such amendmentemployee, as may be required by applicable law); (x) not terminate any employees of the Businessofficer, other than any terminations director or consultant, except in the ordinary course Ordinary Course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii14) Not make any loan or advance to any Person other than to any officer, director, stockholder or employee in the extent relating primarily to the Ordinary Course of Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv15) maintain the PoliciesNot amend any of its Organizational Documents and; (xv16) Not issue or assume any note, debenture or other evidence of indebtedness which by its terms does not initiate mature within one year from the date of execution or issuance thereof, unless otherwise redeemable or subject to prepayment at any general rate Proceeding time at the option of ONSS on not more than thirty (30) days notice without penalty for such redemption or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment to take any of the actions prohibited by this Section 6.1(a)prepayment.

Conduct of the Business Prior to the Closing Date. With respect During the period from the date of this Agreement and continuing through the Closing Date, except as expressly contemplated or permitted by this Agreement or to the extent that Parent shall otherwise consent in writing, each of the Sellers shall use commercially reasonable efforts to carry on the Business and its affairs in such a manner so that the representations and warranties contained in Article V shall continue to be true and correct throughout such period, and on and as of the Closing Date as if made again by the Sellers on the Closing Date, and throughout such period each of the Sellers shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use commercially reasonable efforts to (a) preserve intact the present business organization of the Business and Cxxxx XX, (b) keep available the services of the present officers and employees of the Business, except and (xc) as contemplated in this Agreement or in Schedule 6.1preserve its relationships with customers, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyerdistributors, which consent will not be unreasonably withheld, conditioned or delayedsuppliers and others having business dealings with the Business. Without limiting the generality of the foregoing, prior to the ClosingClosing Date, Seller willthe Sellers shall not, and will shall cause its Affiliates Cxxxx XX not to, take any of the following actions in connection with the Business, without the prior written consent of Parent: (i) not make or permit incur any material change Liability other than in the general nature ordinary and usual course of business and consistent with past practice, incur any Indebtedness for Borrowed Funds, make, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on its assets, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the BusinessLiabilities of any other Person (other than the endorsement of checks and other similar instruments in the ordinary course of business); (ii) operate issue, sell, pledge, dispose of, encumber or deliver (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) any equity interests or any securities convertible into or exercisable or exchangeable for equity interests of Cxxxx XX (other than pursuant to the Cogen Buyout); (iii) permit Cxxxx XX to split, combine or reclassify any equity interests in Cxxxx XX, declare, pay or set aside for payment any dividend or distribution in respect of equity interests of Cxxxx XX (other than such dividends or distributions of cash that would not violate the Cogen LLC Agreement), or directly or indirectly redeem, purchase or otherwise acquire any equity interests or other securities of Cxxxx XX other than pursuant to the Cogen Buyout; (iv) sell, pledge, encumber, lease, license, assign or otherwise transfer any Purchased Assets or any assets of Cxxxx XX, other than sales of Inventory and maintain the Business disposition of obsolete, damaged or worn out assets in the ordinary course of business consistent with Good Utility Practices, past practice and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in such distributions of cash of Cxxxx XX that would not violate the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregateCogen LLC Agreement; (v) not allow any material change except as set forth on Schedule 7.1(i), and except as required by applicable law or by a binding agreement in effect on the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruptiondate hereof, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) adopt or amend any Seller Employee Benefit Plan or Labor Agreement in a manner that would result in an increase in liability relating to employees employed in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations)Business, (B) as required by except for salary increases not to exceed 3% in the terms of any existing Contract which has been disclosed on Schedule 5.11, Employee Plan or Collective Bargaining Agreement, or (C) aggregate for all employees plus an additional $50,000 in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and aggregate for all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees of the Business, other than any terminations granted in the ordinary course of business consistent with past practice, grant, or become obligated to grant, any increase in the compensation, bonuses or other benefits of directors, officers, employees or independent contractors of the Business or (C) hire any employees that are not Approved Hires or enter into any employment, severance, termination or similar agreement or arrangement that is not an Excluded Liability with any employee of the Business; (vi) (A) fail to maintain any of the Purchased Assets, the FILOT Assets, or any of the assets of Cxxxx XX in good repair, order and condition, ordinary wear and tear excepted, in accordance with normal industry practice; or (B) sell, transfer, use or otherwise dispose of any stores and supplies Inventory (consisting of, among other things, spare parts for property, plant and equipment and related items) having a value in excess of $15,000 per calendar month in the aggregate, other than (i) as a result of internal consumption by the Business or (ii) transfers of stores and supplies Inventory to other Businesses of Sellers or other Affiliates, in each case in the ordinary course of the Business consistent with past practices and provided in the case of subsection (ii), that such stores and supplies Inventory is replaced with comparable Inventory of approximately equivalent value within a reasonable time or traded for stores and supplies Inventory of approximately equivalent value; (vii) fail to maintain and keep in full force and effect all insurance on assets and property or for the benefit of employees of the Business, all liability and other casualty insurance and all bonds on personnel, presently carried, fail to present all claims under such insurance policies in a proper and timely manner or breach any obligation under such insurance policies; (viii) enter into any transaction not in the ordinary course of business, except with respect to the transactions contemplated by this Agreement; (ix) engage in any of the activities set forth in Sections 5.8(b)(vi), (vii), (ix) (except for activities described in Schedule 5.24 hereof conducted in accordance with Sellers’ historical practices), (x) or (xvi) (with respect to the foregoing subsections); (x) except as provided in Annex H to the Fiber Supply Agreement, enter into, renew, amend or terminate any Requirements Contract, or any other Contract Related to the Business or Cxxxx XX: (x) with any customer involving payments in excess of $500,000 and requiring payment of a rebate, (y) involving payments in excess of $1,000,000 (or, in the case of Contracts with respect to the purchase of wood, $1,000,000) or (z) any Hedging Agreement; (xi) not terminate or relinquish commit to make any charitable contribution after the Closing Date exceeding $10,000 for any single contribution and $50,000 in the aggregate; or (xii) waive any material rights relating to the Business or Cxxxx XX arising under or in connection with any Lease, Easement or Material Contract; (xiixiii) not createtransfer any Business Employee listed on Schedule 7.1(xiii), incuror solicit or hire any such Business Employee for employment by, assume, guarantee any Seller or otherwise become liable with respect to any indebtedness for money borrowed division or Affiliate thereof (other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund;); or (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding agree, in writing or settle or withdraw any material filings relating otherwise, to the Business with any Governmental Body; and (xvi) not make any commitment to take do any of the actions prohibited by this Section 6.1(a)foregoing.

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.11, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment to take any of the actions prohibited by this Section 6.1(a).,

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned withheld or delayed, prior to the Closing, Seller will, and will cause its Affiliates (including each Subsidiary) to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business, provided that such ordinary course exception shall not be applicable to any collective bargaining agreement (as to which Section 6.12 shall apply); (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1m) the sale of inventory in the ordinary course of business or (2n) the sale or lease (as lessor) of Assets not to exceed in excess of $1,000,000.00 100,000 in the aggregateaggregate , or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv)Buyer, or (z) the purchase or lease (as lessee) of Assets not to exceed in excess of $10,000,000.00 100,000 in the aggregate; (v) not allow (A) hire any material change new employee or (B) transfer any existing employee of Seller or any Affiliate to any position with the Business or any of the Subsidiaries, in the levels of inventory customarily maintained by Seller each case unless such employee is a bona fide replacement for either a presently-filled position or a vacancy in an authorized position with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 500,000 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal RequirementsRequirements and Orders, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent or in accordance with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.115.13(l), Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliatescollective bargaining agreement, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts to increase any amounts payable thereunder or benefits provided thereunder; (except, with respect to ix) not terminate any Material Contract except in the case of a breach of such amendment, as may be required Contract by applicable law)the other party thereto; (x) not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and ), except pursuant to advances made by Seller to the BusinessBusiness or to any Subsidiary; (xi) not amend the Organizational Documents of any Subsidiary; (xii) not make any change in the stock ownership of any Subsidiary and not grant, issue, sell, dispose of, pledge or otherwise encumber any interest in any Subsidiary; (xiii) solely in the case of the Subsidiaries, not declare, set aside or pay any non-cash dividend or other non-cash distribution with respect to its capital stock; (xiv) to the extent exclusively relating primarily to the BusinessBusiness or the Subsidiaries, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material an adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvixv) not make any commitment to take any of the actions prohibited by this Section 6.1(a).

Conduct of the Business Prior to the Closing Date. With respect to Seller covenants and agrees with Buyer that between the Businessdate hereof and the Closing Date, except (x) as contemplated unless the Buyer otherwise agrees in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closingwriting, Seller will, and will cause its Affiliates toshall: (ia) not make Keep the Business operating in a manner substantially consistent with its historic operations; (b) Operate the Business in all material respects with all rules and regulations, laws, statutes, ordinances and orders of all governmental authorities having jurisdiction over any aspect of the operation of the Business; provided, however, that nothing herein contained shall be interpreted to require Seller to maintain any certain level of sales or permit any revenue; (c) Maintain the Records of the Business in Seller’s customary manner on a basis materially consistent with prior years; (d) Comply in all material change respects with all agreements now or hereafter existing which are material, individually or in the general nature aggregate, to the operation of the Business; (iie) operate Promptly notify Buyer of any material default by, or claim of default against, any party under any Contracts which are material, individually or in the aggregate, to the operation of the Business, and maintain the Business any event or condition which, with notice or lapse of time or both, would constitute a material default under such Contracts; (f) Not mortgage, pledge or subject to any Lien (except in the ordinary course of business consistent with Good Utility Practicesbusiness) any of the Sale Assets; (g) Not sell, and operate and maintain lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of, any of the Assets in their present conditionSale Assets, reasonable wear and tear excepted, subject to retirements except for dispositions in the ordinary course of business; (iiih) not enter into, assign, amend, renew Not amend or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make terminate any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by the terms of any existing Contract which has been disclosed on Schedule 5.11, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliates, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law); (x) not terminate any employees operation of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xii) not terminate or relinquish Not introduce any material rights under any Lease, Easement or Material Contract; (xii) not create, incur, assume, guarantee or otherwise become liable change with respect to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiiij) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment Notify Buyer of any material Taxlitigation pending or threatened against the Business or Seller of which Seller has actual knowledge, (E) enter into any closing agreement affecting or any material Tax liability damage to or refund, material destruction of any assets included or (F) settle or compromise any material Tax liability or refund; (xiv) maintain to be included in the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental BodySale Assets; and (xvik) not make any commitment to take any Maintain insurance upon all of the actions prohibited by this Section 6.1(a)tangible Sale Assets in such amounts and of such kind materially comparable to that in effect on the date hereof with respect to such Sale Assets with insurers of substantially the same or better financial condition.

Conduct of the Business Prior to the Closing Date. With respect to the Business, except (xi) as contemplated in this Agreement or in Schedule 6.1, (y6.1,(ii) as required by any Legal Requirement or Order or (ziii) as otherwise expressly consented to in writing by Buyer, Buyer which consent will not be unreasonably withheld, conditioned withheld or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:with respect to the Business. (i1) not Not make or permit any material change in the general nature of the Business; (ii2) operate Maintain and maintain conduct the Business in the ordinary course of business in accordance with prudent business judgment and consistent with Good Utility Practicespast practice and policy, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business, use all reasonable efforts to preserve intact the present business organization and the relationship with customers, suppliers and others having business dealings with the Business; (iii3) not Not enter into, assign, amend, renew or extend, into any Lease, Easement, material transaction or Material Contract other than in the ordinary course of businessbusiness in accordance with prudent business judgment and consistent with past practice and policy; (iv4) not (A) Not purchase, sell, lease (as lessor) or lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease (as lessor)lease, disposition or transfer of, or subject to Encumbrance, any Encumbrance (material Assets other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer accordance with prudent business judgment and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregateconsistent with past practice and policy; (v5) not allow Not hire any material change new employee unless such employee is a BONA FIDE replacement for either a presently filled position or a vacancy in the levels of inventory customarily maintained by Seller an authorized position with respect to the Business; (vi6) not Not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 200,000 in the aggregate that is not included in the Capital Budget except in the event of service interruption, emergency or casualty loss, and use commercially reasonable efforts to make capital expenditures in accordance with the Capital Budget; (vii7) comply Comply in all material respects with all applicable material Legal RequirementsRequirements and Orders, including without limitation those relating to the filing of reports reports, the timely filing of Tax Returns and the payment of Taxes due to be paid prior to the Closing, other than those Taxes contested in good faith for which reserves have been established in accordance with GAAPfaith; (viii) comply with the Employee Agreement; (ix) except (A) 8) Except in the ordinary course of business and consistent with past practice (including any annual salary adjustments and bonus determinations), (B) as required by practices or in accordance with the terms of any existing Contract which has been disclosed on Schedule 5.11Contract, Employee Plan or Collective Bargaining Agreement, or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliatescollective bargaining agreement, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or or, except as permitted by Section 10.2, enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts (except, with respect to increase any such amendment, as may be required by applicable law)amounts payable thereunder or benefits provided thereunder; (x9) not Not terminate any employees of the Business, other than any terminations in the ordinary course of business consistent with past practice; (xi) not terminate or relinquish any material rights under any Lease, Easement or Material Contract; (xii10) not Not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than intercompany debt in the ordinary course of business (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) ), except in connection with additional borrowings under the Existing Loan Documents and any renewal, extension, rearrangement or refunding of any indebtedness created under or evidenced by the Existing Loan Documents, and except pursuant to advances made by Seller to the Business;; or (xiii11) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refund, or (F) settle or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw Not make any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment Body prior to take any consulting with Buyer except for filings made in the ordinary course of the actions prohibited by this Section 6.1(a)business consistent with past practices.

Conduct of the Business Prior to the Closing Date. With respect to (a) During the Businessperiod commencing on the date hereof and continuing until the Closing or the earlier valid termination of this Agreement, the Seller agrees that, except (x) as contemplated in expressly permitted or required by this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closingextent that the Buyer shall otherwise consent in advance in writing, the Seller will, and will cause its Affiliates to: (i) not make or permit any material change in the general nature of the Business; (ii) operate and maintain shall carry on the Business in the ordinary course of business consistent with Good Utility Practices, and operate and maintain the Assets in their present condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; (iii) not enter into, assign, amend, renew or extend, any Lease, Easement, material transaction or Material Contract other than in the ordinary course of business; (iv) not (A) sell, lease (as lessor) or dispose of or otherwise transfer or make any Contract for the sale, lease (as lessor), disposition or transfer of, or subject to any Encumbrance (other than a Permitted Encumbrance), any Assets, other than (1) the sale of inventory in the ordinary course of business or (2) the sale or lease (as lessor) of Assets not to exceed $1,000,000.00 in the aggregate, or (B) purchase or lease (as lessee), or make any Contract for the purchase or lease (as lessee) of, any Assets, other than (x) the purchase of inventory in the ordinary course of business, (y) pursuant to any capital expenditure reflected in the capital expenditure budget previously delivered to Buyer and set forth on Schedule 6.1(a)(iv), or (z) the purchase or lease (as lessee) of Assets not to exceed $10,000,000.00 in the aggregate; (v) not allow any material change in the levels of inventory customarily maintained by Seller with respect to the Business; (vi) not make any unbudgeted capital expenditure or capital expenditure commitment in excess of $5,000,000.00 in the aggregate except in the event of service interruption, emergency or casualty loss; (vii) comply in all material respects with all applicable material Legal Requirements, including those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith for which reserves have been established in accordance with GAAP; (viii) comply with the Employee Agreement; (ix) except (A) only in the ordinary course of business and consistent with past practice including commercially reasonable efforts to preserve intact, protect and maintain the Business. (including b) Without limiting the generality of clause (a) above, from the date of this Agreement to the Closing or earlier valid termination of this Agreement, the Seller shall not do any annual salary adjustments and bonus determinations)of the following, (B) as required unless approved or consented to in advance in writing by the terms Buyer: (i) except in the ordinary course of any existing Contract which has been disclosed on Schedule 5.11business, Employee Plan sell, lease, assign, transfer, license, sublicense, encumber or Collective Bargaining Agreementotherwise dispose of, in whole or (C) in connection with changes to or the implementation of Employee Plans that apply uniformly to Transferred Employees and all other employees of Seller and its Affiliatespart, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees Assets, or otherwise extend, amend or modify any rights thereto; (ii) enter into, cancel, rescind, terminate, renew, assign or make any material change to any Assigned Contract, other than the expiration of an Assigned Contract in accordance with its terms in effect as of the date hereof; (iii) enter into any employmentContract that by its terms could after the Closing limit or restrict the Buyer or any of its Affiliates (or any successors thereto) from engaging or competing in any line of business or in any geographic area, severance or similar Contract with require referrals of any business or require the Buyer or any of its Affiliates to make available any investment opportunities to any Person on a priority, equal or amend any such existing Contracts (except, with respect to any such amendment, as may be required by applicable law)exclusive basis; (xiv) not terminate (A) increase the compensation or benefits of any employees Business Employee or consultant or independent contractor of the Business, or (B) loan or advance any money or other property, or make any payment or distribution of any compensation, to any Business Employee or consultant or independent contractor of the Business; (v) terminate any Business Employees other than for cause or hire any terminations new Business Employees; (vi) transfer, abandon or grant any material right under, enter into any settlement regarding, or institute any Action or Proceeding or assert any claim regarding, the breach or infringement of, any Transferred IP or take any of the foregoing actions to the extent that such actions may reasonably be expected to adversely affect any of the Buyer’s rights under the License Agreement; (vii) (A) institute, settle or agree to settle any Action or Proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Business or would otherwise constitute an Assumed Liability or (B) waive, release or relinquish any material claims or rights relating to the Business or the Transferred Assets; (viii) incur any capital expenditures or other Liabilities in excess of $35,000 individually or $75,000 in the aggregate that would constitute an Assumed Liability; (A) accelerate the delivery or sale of Products other than at the request of the purchaser of such Products and in the ordinary course of business consistent with past practicepractices or (B) other than in the ordinary course of business consistent with past practices, offer discounts or price protection on the sale of Products or services; (x) enter into, renew, or modify or amend in any material respect any Contract (A) relating to the distribution, sale, license or marketing by third parties of Products, or (B) to provide professional services or software implementation, deployment or development services related to the Business, in each case other than new End User Agreements or renewals of existing End User Agreements, in each case for a term of one year or less and otherwise in a manner consistent with past practices (including future maintenance or service obligations under any such Contract and the allocation of revenue under any such Contract to future maintenance or service obligations); provided that in no event shall any End User Agreement (or modification or amendment to any End User Agreement) contain pricing, discounting, service or maintenance terms or provisions other than in the ordinary course of business consistent with past practices; (xi) not terminate issue or relinquish enter into any material rights under any Lease, Easement or Material Contract;Non-Inventory Purchase Order in excess of $20,000; or (xii) not create, incur, assume, guarantee or otherwise become liable with respect commit to any indebtedness for money borrowed other than intercompany debt (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed) and pursuant to advances made by Seller to the Business; (xiii) to the extent relating primarily to the Business, not (A) change any material financial or Tax accounting methods, policies or practices except as required by a change in GAAP, (B) make, revoke or amend any material Tax election, (C) file any material amended Tax Return or claim for refund which may result in a material adjustment of any item of income, gain, deduction or loss with respect to the Business, (D) consent to extend the period of limitations for the payment or assessment of any material Tax, (E) enter into any closing agreement affecting any material Tax liability or refunddo, or (F) settle take any action or compromise any material Tax liability or refund; (xiv) maintain the Policies; (xv) not initiate any general rate Proceeding or settle or withdraw any material filings relating to the Business with any Governmental Body; and (xvi) not make any commitment omit to take any action that would result in, any of the actions prohibited by this Section 6.1(a)foregoing.