Common use of Conduct of the Parties Clause in Contracts

Conduct of the Parties. From the date hereof until the Closing Date, except as contemplated by this Agreement, each of the Company and Parent (together, the "PARTIES") will, and will cause each of their respective Subsidiaries to, conduct its businesses in the ordinary course consistent with past practice and use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (i) as disclosed on Schedule 6.01, (ii) as otherwise contemplated by this Agreement, (iii) in the case of Parent, as provided in Parent's Credit Agreement, or (iv) in the case of Parent, pursuant to the terms of the Anker Agreement, each of the Parties, without the other Party's prior written consent, will not, and will not permit any of its respective Subsidiaries to: (a) adopt or propose any change in its certificate of incorporation or bylaws or certificate of formation or limited liability company agreement, as applicable, or other constituent documents; (b) merge or consolidate with any other Person or acquire a material amount of assets from any other Person; (c) sell, lease, license or otherwise dispose of any assets or property with a value in excess of $25,000 except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practice; (d) pay or undertake to pay any increase in salaries or other compensation of, or to pay any bonuses to, any director, manager or officer, or, except in the ordinary course of business consistent with past practice, any employee, or enter into any employment, severance or similar agreement with any director, manager, officer or employee; (e) adopt or increase any benefits under any profit sharing, bonus or deferred compensation, savings, insurance, pension, retirement or other Company Employee Plan or Parent Employee Plan, as applicable, for or with any of its employees; (f) incur, assume or guarantee any indebtedness, except for indebtedness incurred, assumed or guaranteed in the ordinary course of business consistent (with respect to amount and other terms) with past practice; (g) cancel any material debt or claim owed to such Party or any of its Subsidiaries or waive any right of material value owned by such Party or any of its Subsidiaries; (h) repurchase, redeem or otherwise acquire directly or indirectly, any of the outstanding membership interests or shares of common stock of such Party or other securities of, or other ownership interests in, such Party or any of its Subsidiaries; (i) make any change in accounting methods or practices, except as required by law or GAAP; (j) issue or sell any additional membership interests, shares or other equity interests or make any other changes in its capital structure, except (i) grants or issuances of options or stock pursuant to agreements in effect on the date hereof or (ii) pursuant to the exercise of options or stock-based awards of such Party or such Party's Subsidiaries, in each case, outstanding as of the date of this Agreement or issued thereafter in compliance with this Agreement; (k) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material, or alter customary time periods for collection of accounts receivable or payments of accounts payable; (l) permit to be incurred any Lien (other than a Permitted Lien) on any of its real property or real property interests or, except in the ordinary course of business consistent with past practice, on any of its personal property; (m) make any loan, advance or capital contributions to or investment in any Person other than a wholly owned Subsidiary in an aggregate amount in excess of $25,000; (n) enter into any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by such Party or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (o) modify, terminate or enter into any contracts or commitments with respect to which the aggregate amount that could reasonably be expected to be paid or received thereunder exceeds $25,000 individually or $100,000 in the aggregate, except contracts and commitments (for capital expenditures or otherwise) in the ordinary course of business and not knowingly inconsistent with such Party's business and operating plan and budget as in effect on the date hereof; (p) take any action that could reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable; (q) modify or amend any lease or cause or permit any Lien to exist on any real property owned, leased or occupied by it that is not a Permitted Lien; (r) take any action to cause Merger Sub or the Company to be treated as a partnership for all federal and state tax purposes; or (s) agree or commit to do any of the foregoing. Neither Party will take, or agree or commit to take, or permit any of its Subsidiaries to take or agree or commit to take, any action that would make any representation or warranty of such Party hereunder inaccurate in any material respect at the Closing Date or omit or agree to omit to take, and will not permit any of its Subsidiaries to omit or agree to omit to take, any actions necessary to prevent any representation or warranty from being inaccurate in any material respect at such time such that the closing condition set forth in Section 8.02(a)(ii) or Section 8.03(a)(ii), as applicable, will not be satisfied as of such date.

Conduct of the Parties. From the date hereof until the Closing Date, except as contemplated by this Agreement, each of the Company and Parent (together, the "PARTIES") will, and will cause each of their respective Subsidiaries to, conduct its businesses in the ordinary course consistent with past practice and use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except (i) as disclosed on Schedule 6.015.01, (ii) as otherwise contemplated by this Agreement, (iii) in the case of Parent, as provided in Parent's Credit Agreement, or (iv) in the case of Parent, pursuant to the terms of the Anker CoalQuest Agreement, or (v) in the case of the Company, as provided in the Company's Loan Agreement, each of the Parties, without the other Party's prior written consent, will not, and will not permit any of its respective Subsidiaries to: (a) adopt or propose any change in its certificate of incorporation or incorporation, bylaws or certificate of formation or limited liability company agreement, as applicable, or other constituent documents; (b) merge or consolidate with any other Person or acquire a material amount of assets from any other Person; (c) sell, lease, license or otherwise dispose of any assets or property with a value in excess of $25,000 except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practice; (d) pay or undertake to pay any increase in salaries or other compensation of, or to pay any bonuses to, any director, manager director or officer, or, except in the ordinary course of business consistent with past practice, any employee, or enter into any employment, severance or similar agreement with any director, manager, officer or employee; (e) adopt or increase any benefits under any profit sharing, bonus or deferred compensation, savings, insurance, pension, retirement or other Company Employee Plan or Parent Employee Plan, as applicable, for or with any of its employees; (f) incur, assume or guarantee any indebtedness, except for indebtedness incurred, assumed or guaranteed in the ordinary course of business consistent (with respect to amount and other terms) with past practice; (g) cancel any material debt or claim owed to such Party or any of its Subsidiaries or waive any right of material value owned by such Party or any of its Subsidiaries; (h) repurchase, redeem or otherwise acquire directly or indirectly, any of the outstanding membership interests or shares of common stock of such Party or other securities of, or other ownership interests in, such Party or any of its Subsidiaries; (i) make any change in accounting methods or practices, except as required by law or GAAP; (j) issue or sell any additional membership interests, shares or other equity interests or make any other changes in its capital structure, except (i) grants or issuances of options or stock pursuant to agreements in effect on the date hereof or (ii) pursuant to the exercise of options or stock-based awards of such Party or such Party's Subsidiaries, in each case, outstanding as of the date of this Agreement or issued thereafter in compliance with this Agreement; (k) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material, or alter customary time periods for collection of accounts receivable or payments of accounts payable; (l) permit to be incurred any Lien (other than a Permitted Lien) on any of its real property or real property interests or, except in the ordinary course of business consistent with past practice, on any of its personal property; (m) make any loan, advance or capital contributions to or investment in any Person other than a wholly owned Subsidiary in an aggregate amount in excess of $25,000; (n) enter into any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by such Party or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (o) modify, terminate or enter into any contracts or commitments with respect to which the aggregate amount that could reasonably be expected to be paid or received thereunder exceeds $25,000 individually or $100,000 in the aggregate, except contracts and commitments (for capital expenditures or otherwise) in the ordinary course of business and not knowingly inconsistent with such Party's business and operating plan and budget as in effect on the date hereof; (p) take any action that could reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable; (q) modify or amend any lease or cause or permit any Lien to exist on any real property owned, leased or occupied by it that is not a Permitted Lien; (r) take any action to cause Merger Sub or the Company to be treated as a partnership for all federal and state tax purposes; or (sr) agree or commit to do any of the foregoing. Neither Party will take, or agree or commit to take, or permit any of its Subsidiaries to take or agree or commit to take, any action that would make any representation or warranty of such Party hereunder inaccurate in any material respect at the Closing Date or omit or agree to omit to take, and will not permit any of its Subsidiaries to omit or agree to omit to take, any actions necessary to prevent any representation or warranty from being inaccurate in any material respect at such time such that the closing condition set forth in Section 8.02(a)(ii) or Section 8.03(a)(ii), as applicable, will not be satisfied as of such date.

Conduct of the Parties. (a) From the date hereof until the Closing Dateearlier to occur of the Effective Time or the termination of this Agreement pursuant to its terms, except as contemplated expressly permitted by this Agreement, each consented to in writing by the Parent (which consent shall not be unreasonably withheld), or required by applicable Law or the rules and regulations of the Company and Parent (togetherNYSE Amex, the "PARTIES"Company (i) will, and will cause each of their respective Subsidiaries to, shall conduct its businesses business in the ordinary course consistent with past practice and course, (ii) shall use its commercially reasonable best efforts to (x) preserve intact its present business organizations organization and relationships with third parties parties, (y) maintain in effect all of its Permits and (z) keep available the services of its present directors, officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except employees and (iii) shall not: (i) as disclosed on Schedule 6.01except in connection with the Proposed Charter Amendment, (ii) as otherwise contemplated by this Agreement, (iii) in the case of Parent, as provided in Parent's Credit Agreement, or (iv) in the case of Parent, pursuant to the terms of the Anker Agreement, each of the Parties, without the other Party's prior written consent, will not, and will not permit any of its respective Subsidiaries to: (a) adopt or propose any change in amend its certificate of incorporation or bylaws (whether by merger, consolidation or certificate of formation or limited liability company agreement, as applicable, or other constituent documentsotherwise); (bii) merge split, combine or consolidate with reclassify any shares of capital stock or other Person equity securities of the Company or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock or other equity securities of the Company, or redeem, repurchase or otherwise acquire a or offer to redeem, repurchase, or otherwise acquire any capital stock or other equity securities of the Company; (iii) (x) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock, warrant or other equity securities of the Company, or (y) amend any term of any capital stock or other equity securities of the Company (in each case, whether by merger, consolidation or otherwise); (iv) except as set forth in Section 6.17, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material amount assets, securities, properties, or businesses, other than in the ordinary course of assets from business; (v) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of the Company, other than in the ordinary course of business; (vi) make any material loans, advances or capital contributions to, or investments in, any other Person; (cvii) sellcreate, leaseincur, license assume, suffer to exist or otherwise dispose of be liable with respect to any assets indebtedness for borrowed money or property with a value in excess of $25,000 except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practiceguarantees thereof; (dviii) pay enter into any hedging arrangements; (ix) enter into or undertake to pay amend any increase Company Contract or enter into any agreement or arrangement that limits or otherwise restricts in salaries or other compensation ofany respect the Company, or to pay any bonuses tosuccessor thereto or that could, after the Closing Date, limit or restrict in any directorrespect Parent or the Company, manager from engaging or officercompeting in any line of business, in any location or with any Person or, except in the ordinary course of business consistent with past practicebusiness, otherwise waive, release or assign any employeematerial rights, claims or enter into any employmentbenefits of the Company; (x) increase compensation, severance bonus or similar agreement with other benefits payable to any director, manager, officer or employeeemployee of the Company; (exi) adopt or increase any benefits under any profit sharing, bonus or deferred compensation, savings, insurance, pension, retirement or other Company Employee Plan or Parent Employee Plan, as applicable, for or with any change the Company’s methods of its employees; (f) incur, assume or guarantee any indebtedness, except for indebtedness incurred, assumed or guaranteed in the ordinary course of business consistent (with respect to amount and other terms) with past practice; (g) cancel any material debt or claim owed to such Party or any of its Subsidiaries or waive any right of material value owned by such Party or any of its Subsidiaries; (h) repurchase, redeem or otherwise acquire directly or indirectly, any of the outstanding membership interests or shares of common stock of such Party or other securities of, or other ownership interests in, such Party or any of its Subsidiaries; (i) make any change in accounting methods or practicesaccounting, except as required by law concurrent changes in Law or GAAP; (jxii) issue settle, or sell offer or propose to settle, any additional membership interestsmaterial litigation, shares investigation, arbitration, proceeding or other equity interests claim involving or make against the Company, including any other changes in its capital structurelitigation, except (i) grants arbitration, proceeding or issuances of options or stock pursuant to agreements in effect on the date hereof or (ii) pursuant dispute that relates to the exercise of options or stock-based awards of such Party or such Party's Subsidiaries, in each case, outstanding as of the date of this Agreement or issued thereafter in compliance with this AgreementTransactions; (kxiii) write off as uncollectible make or change any notes material Tax election, change any annual Tax accounting period, adopt or accounts receivablechange any method of Tax accounting, except write-offs in the ordinary course of business charged to applicable reservesmaterially amend any Tax Returns or file claims for material Tax refunds, none of which individually enter any material closing agreement, settle any material Tax claim, audit or in the aggregate is materialassessment, or alter customary time periods for collection of accounts receivable surrender any right to claim a material Tax refund, offset or payments of accounts payableother reduction in Tax liability, or take any action (or fail to take any action) that could prevent Parent from qualifying as a REIT; (l) permit to be incurred any Lien (other than a Permitted Lien) on any of its real property or real property interests or, except in the ordinary course of business consistent with past practice, on any of its personal property; (m) make any loan, advance or capital contributions to or investment in any Person other than a wholly owned Subsidiary in an aggregate amount in excess of $25,000; (n) enter into any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by such Party or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (o) modify, terminate or enter into any contracts or commitments with respect to which the aggregate amount that could reasonably be expected to be paid or received thereunder exceeds $25,000 individually or $100,000 in the aggregate, except contracts and commitments (for capital expenditures or otherwise) in the ordinary course of business and not knowingly inconsistent with such Party's business and operating plan and budget as in effect on the date hereof; (pxiv) take any action or omit to take any action that could is reasonably be expected likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicableresult in any of the conditions set forth in Article VII not being satisfied; (q) modify or amend any lease or cause or permit any Lien to exist on any real property owned, leased or occupied by it that is not a Permitted Lien; (rxv) take any action to exempt or make not subject to or to otherwise waive or cause Merger Sub to be inapplicable the provisions of Section 203 of the DGCL or any other state takeover law or state law that purports to limit or restrict business combinations or the Company ability to be treated as a partnership for all federal acquire or vote shares, in each case to any individual or entity (other than Parent or its subsidiaries), or any action taken thereby, which individual, entity or action would have otherwise been subject to the restrictive provisions thereof and state tax purposesnot exempt therefrom; or (sxvi) agree agree, resolve or commit to do any of the foregoing. Neither Party will take. (b) From the date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to its terms, except as expressly permitted by this Agreement, consented to in writing by the Company (which consent shall not be unreasonably withheld), or agree required by applicable Law, each of Parent and Merger Sub shall not: (i) amend its certificate of incorporation or bylaws (whether by merger, consolidation or otherwise); (ii) split, combine or reclassify any shares of capital stock or other equity securities of Parent or Merger Sub or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock or other equity securities of Parent or Merger Sub, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any capital stock or other equity securities of Parent or Merger Sub; (iii) issue, deliver or sell, or authorize the issuance, delivery or sale of, any capital stock, warrant or other equity securities of Parent or Merger Sub, or amend any term of any capital stock or other equity securities of Parent or Merger Sub (in each case, whether by merger, consolidation or otherwise); (iv) except as contemplated by this Agreement, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, or businesses; (v) sell, lease or otherwise transfer, or create or incur any Lien on, any assets, securities, properties, or businesses of Parent or Merger Sub; (vi) make any loans, advances or capital contributions to, or investments in, any other Person; (vii) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof; (viii) enter into any hedging arrangements; (ix) enter into or amend any material contract or enter into any agreement or arrangement that limits or otherwise restricts in any respect the Company, or any successor thereto or that could, after the Closing Date, limit or restrict in any respect Parent, Merger Sub or the Surviving Company, from engaging or competing in any line of business, in any location or with any Person or otherwise waive, release or assign any material rights, claims or benefits of Parent or Merger Sub; (x) increase compensation, bonus or other benefits payable to any director, officer or employee of Parent; (xi) change Parent’s or Merger Sub’s methods of accounting, except as required by concurrent changes in Law or GAAP; (xii) settle, or offer or propose to settle, any material litigation, investigation, arbitration, proceeding or other claim involving or against Parent or Merger Sub, including any litigation, arbitration, proceeding or dispute that relates to the Transactions; (xiii) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, materially amend any Tax Returns or file claims for material Tax refunds, enter any material closing agreement, settle any material Tax claim, audit or assessment, or surrender any right to claim a material Tax refund, offset or other reduction in Tax liability; (xiv) take any action or omit to take any action that is reasonably likely to result in any of the conditions set forth in Article VII not being satisfied; (xv) take any action to exempt or make not subject to or to otherwise waive or cause to be inapplicable the provisions of any state takeover law or state law (including without limitation the Maryland General Corporation Law) that purports to limit or restrict business combinations or the ability to acquire or vote shares, in each case to any individual or entity (other than Parent or Merger Sub), or any action taken thereby, which individual, entity or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; or (xvi) agree, resolve or commit to take, or permit do any of its Subsidiaries to take or agree or commit to take, any action that would make any representation or warranty of such Party hereunder inaccurate in any material respect at the Closing Date or omit or agree to omit to take, and will not permit any of its Subsidiaries to omit or agree to omit to take, any actions necessary to prevent any representation or warranty from being inaccurate in any material respect at such time such that the closing condition set forth in Section 8.02(a)(ii) or Section 8.03(a)(ii), as applicable, will not be satisfied as of such dateforegoing.

Conduct of the Parties. From the date hereof until the Closing Date, except as contemplated by this Agreement, each of the Company and Parent (together, the "PARTIES") will, and will cause each of their respective Subsidiaries to, conduct its businesses in the ordinary course consistent with past practice and use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except Except (i) as disclosed on Schedule 6.01to the extent compelled or required by applicable Law, (ii) as otherwise contemplated by this Agreement, Agreement or (iii) as consented to in the case of Parent, as provided in Parent's Credit Agreement, or (iv) in the case of Parent, pursuant to the terms of the Anker Agreement, each of the Parties, without writing by the other Party's prior written consentParty (which consent shall not be unreasonably withheld or delayed), will not, and will not permit any of its respective Subsidiaries toduring the period from the date hereof until the Closing Date: (a) adopt or propose any change Seller shall, and shall cause the Company (after the Incorporation Date) to, operate the Business in its certificate of incorporation or bylaws or certificate of formation or limited liability company agreement, as applicable, or other constituent documents;the Ordinary Course. (b) merge or consolidate with any other Person or acquire a material amount of assets from any other Person; Seller shall not, and shall cause the Company (cafter the Incorporation Date) sell, lease, license or otherwise dispose of any assets or property with a value in excess of $25,000 except (i) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practice; (d) pay or undertake to pay any increase in salaries or other compensation of, or to pay any bonuses not to, any director, manager or officer, or, except in the ordinary course of business consistent with past practice, any employee, or enter into any employment, severance or similar agreement with any director, manager, officer or employee; (e) adopt or increase any benefits under any profit sharing, bonus or deferred compensation, savings, insurance, pension, retirement or other Company Employee Plan or Parent Employee Plan, as applicable, for or with any of its employees; (f) incur, assume or guarantee any indebtedness, except for indebtedness incurred, assumed or guaranteed in the ordinary course of business consistent (with respect to amount and other terms) with past practice; (g) cancel any material debt or claim owed to such Party or any of its Subsidiaries or waive any right of material value owned by such Party or any of its Subsidiaries; (h) repurchase, redeem or otherwise acquire directly or indirectly, any of the outstanding membership interests or shares of common stock of such Party or other securities of, or other ownership interests in, such Party or any of its Subsidiaries;: (i) make create or incur any change in accounting methods Encumbrance on any material assets of the Business or practices, except as required the Company other than Permitted Encumbrances or any other Encumbrances created by law or GAAPPurchaser; (jii) issue damage, destroy, or sell any additional membership interests, shares or other equity interests or make create any other changes in its capital structurecasualty loss (whether or not covered by insurance) affecting, except (i) grants or issuances of options or stock pursuant to agreements in effect on the date hereof or (ii) pursuant to the exercise of options or stock-based awards of such Party or such Party's Subsidiaries, in each case, outstanding as any material tangible asset of the date of this Agreement Business or issued thereafter in compliance with this Agreement; (k) write off as uncollectible any notes or accounts receivablethe Company which, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material, or alter customary time periods for collection of accounts receivable or payments of accounts payable; (l) permit to be incurred any Lien (other than a Permitted Lien) on any of its real property or real property interests or, except in the ordinary course of business consistent with past practice, on any of its personal property; (m) make any loan, advance or capital contributions to or investment in any Person other than a wholly owned Subsidiary in an aggregate amount in excess of $25,000; (n) enter into any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by such Party or any of its Subsidiaries other than in the ordinary course of business consistent with past practice; (o) modify, terminate or enter into any contracts or commitments with respect to which the aggregate amount that could reasonably be expected to be paid or received thereunder exceeds $25,000 individually or $100,000 in the aggregate, except contracts and commitments (for capital expenditures or otherwise) in the ordinary course of business and not knowingly inconsistent with such Party's business and operating plan and budget as in effect on the date hereof; (p) take any action that could would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable; (q) modify or amend any lease or cause or permit any Lien to exist on any real property owned, leased or occupied by it that is not a Permitted Lien; (r) take any action to cause Merger Sub or the Company to be treated as a partnership for all federal and state tax purposes; or (siii) agree increase the rate or amount of bonus payable to the President of the Company, except (A) in the Ordinary Course or (B) to the extent required by any Employee Obligation, Benefit Plan or applicable Law (c) Purchaser shall not, and shall cause its Affiliates not to, incur or commit or agree to do incur any Indebtedness or any other Liability, or modify the terms of any Indebtedness or other Liability existing as of the date hereof, in each case, that would have an adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement or any of the foregoing. Neither Party will take, or agree or commit Ancillary Agreements and to take, or permit any perform and satisfy all of its Subsidiaries obligations, covenants and agreements set forth herein or therein, including, without limitation, an adverse effect on Purchaser’s ability to take or agree or commit to take, any action that would make any representation or warranty of such Party hereunder inaccurate in any material respect at the Closing Date or omit or agree to omit to take, representations and will not permit any of its Subsidiaries to omit or agree to omit to take, any actions necessary to prevent any representation or warranty from being inaccurate in any material respect at such time such that the closing condition warranties set forth in Section 8.02(a)(ii) or Section 8.03(a)(ii), as applicable, will not be satisfied Sections 5.10 and 5.11 as of such datethe Closing Date.