Common use of Conduct of Transferred Business Clause in Contracts

Conduct of Transferred Business. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement, except as expressly contemplated by or permitted by this Agreement or any other Specified Agreement, except as set forth in Section 7.3 of the Atlas Disclosure Letter or as consented to in writing by AHD GP (which consent shall not be unreasonably withheld, conditioned or delayed) or except as required by applicable Law, Atlas shall, and shall cause each of the Atlas Subsidiaries to, in each case solely with respect to the operation of the Transferred Business or otherwise Related to the Transferred Business, conduct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material licenses and permits required under applicable Law, and (iii) maintain its key relationships with its material lessors, customers, lenders, suppliers, contractors, joint venture parties, working interest parties and others having material business relationships with it and with Governmental Entities with jurisdiction over oil and gas-related matters; provided, however, that no action with respect to matters specifically addressed by any provision of Section 7.3(b) shall be deemed a breach of this Section 7.3(a) unless such action would constitute a breach of such other provision. (b) From the date hereof until the earlier of the Closing and the termination of this Agreement, except as (A) expressly contemplated or permitted by this Agreement or any other Specified Agreement, (B) set forth in Section 7.3 of the Atlas Disclosure Letter, (C) consented to in writing by AHD GP (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) required by applicable Law, Atlas shall not, nor shall it permit any of the Atlas Subsidiaries to, in each case solely with respect to the operation of the Transferred Business, directly or indirectly: (i) amend or propose to amend the Constituent Documents of any of the Purchased Entities; (ii) issue, sell, transfer, pledge, dispose of, encumber or agree to issue, sell, transfer, pledge, dispose of, or encumber, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, the capital stock of any class of any Purchased Entity or any debt or equity securities which are convertible into or exchangeable for such capital stock; (iii) except as would not result in an Assumed Liability hereunder, (A) incur, assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) with respect to any indebtedness for borrowed money or issue any debt securities, other than in the ordinary course of business or (B) make any loan, advance or capital contribution to or investment in any Person other than a Purchased Entity or a Drilling Partnership; (iv) except with respect to Retained Assets, sell, lease, license, pledge, dispose of or encumber any assets, properties (whether real, personal, tangible or intangible, including Permits), rights or businesses, other than sales or dispositions of assets (i) in the ordinary course of business or (ii) contracted by Atlas or any Atlas Subsidiary in the ordinary course of business prior to the date hereof; (v) enter into any transaction for, or make, any acquisition of any business, material assets, product lines, business units, business operations, stock or other properties, other than acquisitions in the ordinary course of business; (vi) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization of the Purchased Entities; or (vii) authorize any of, or commit to do or enter into any binding Contract with respect to any of the foregoing actions in clauses (i) through (vi).

Conduct of Transferred Business. (a) From and after the date hereof of this Agreement and until the earlier of the Closing and the termination of this AgreementClosing, except as expressly contemplated by or permitted by provided in this Agreement or any other Specified Agreementas Purchaser shall otherwise reasonably agree, except Seller will (i) conduct the Transferred Business (including the maintenance of inventory levels) in the ordinary course of business consistent in all material respects with recent past practice; (ii) maintain and repair the Acquired Assets in substantially the same manner as set forth in Section 7.3 of they are currently maintained and repaired; (iii) not knowingly harm the Atlas Disclosure Letter reputation or as consented to in writing by AHD GP (which consent shall not be unreasonably withheld, conditioned or delayed) or except as required by applicable Law, Atlas shall, and shall cause each of the Atlas Subsidiaries to, in each case solely with respect to the operation goodwill of the Transferred Business or otherwise Related the condition of the Acquired Assets; (iv) use reasonable efforts to refrain from taking or omitting to take any action in a manner that would render Seller's representations and warranties under this Agreement inaccurate as of the Closing or that would prevent the consummation of the transactions contemplated hereby; (v) not grant any increases in direct or indirect termination to any Transferred Business, conduct its business Employee other than changes in all material respects termination in the ordinary course consistent with past practice and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its business; not enter into any material licenses and permits required under applicable Law, and (iii) maintain its key relationships with its transaction or incur any material lessors, customers, lenders, suppliers, contractors, joint venture parties, working interest parties and others having material business relationships with it and with Governmental Entities with jurisdiction over oil and gas-related matters; provided, however, that no action with respect to matters specifically addressed by any provision of Section 7.3(b) shall be deemed a breach of this Section 7.3(a) unless such action would constitute a breach of such other provision. (b) From the date hereof until the earlier of the Closing and the termination of this Agreement, except as (A) expressly contemplated or permitted by this Agreement or any other Specified Agreement, (B) set forth in Section 7.3 of the Atlas Disclosure Letter, (C) consented to in writing by AHD GP (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) required by applicable Law, Atlas shall not, nor shall it permit any of the Atlas Subsidiaries to, in each case solely with respect to the operation of the Transferred Business, directly or indirectly: (i) amend or propose to amend the Constituent Documents of any of the Purchased Entities; (ii) issue, sell, transfer, pledge, dispose of, encumber or agree to issue, sell, transfer, pledge, dispose of, or encumber, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, the capital stock of any class of any Purchased Entity or any debt or equity securities which are convertible into or exchangeable for such capital stock; (iii) except as would not result in an Assumed Liability hereunder, (A) incur, assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) with respect to any indebtedness for borrowed money or issue any debt securities, liability other than in the ordinary course of business business; (vi) not encumber or (B) make permit to be encumbered any loan, advance or capital contribution to or investment in any Person of the Acquired Assets other than a Purchased Entity with Permitted Liens; (vii) not amend, alter or a Drilling Partnership; modify any material provision of any of the Acquired Contracts other than in the ordinary course of business; (ivviii) except keep all insurance policies with respect to Retained Assetsthe Transferred Business in effect, with all premiums paid to the Closing Date; (ix) use its reasonable efforts to keep available the services of the Transferred Employees and preserve the Transferred Business's relationships with suppliers, customers and others having business dealings with the Transferred Business; and (x) not sell, lease, license, pledge, license or otherwise dispose of any Acquired Assets except (A) pursuant to existing contracts and commitments or encumber any assets, properties (whether real, personal, tangible or intangible, including Permits), rights or businesses, other than sales or dispositions of assets (iB) in the ordinary course of business or (ii) contracted by Atlas or consistent in all material respect with recent past practice. If at any Atlas Subsidiary time during such period Seller becomes aware of any material adverse change in the ordinary course of business prior to the date hereof; (v) enter into any transaction for, or make, any acquisition of any business, material assets, product lines, business units, business operations, stock financial condition or other properties, other than acquisitions in the ordinary course results of business; (vi) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization operations of the Purchased Entities; or (vii) authorize any ofTransferred Business, or commit to do or enter into any binding Contract Seller shall promptly notify Purchaser with respect to any of the foregoing actions in clauses (i) through (vi)thereto.

Conduct of Transferred Business. The Vendor must ensure that, until the Corporate Separation Effective Date it: (a) From conducts the date hereof until the earlier of the Closing Transferred Business as a going concern with all due care and the termination of this Agreement, except as expressly contemplated by or permitted by this Agreement or any other Specified Agreement, except as set forth in Section 7.3 of the Atlas Disclosure Letter or as consented to in writing by AHD GP accordance with normal and prudent practice (which consent shall not be unreasonably withheld, conditioned or delayed) or except as required by applicable Law, Atlas shall, and shall cause each of the Atlas Subsidiaries to, in each case solely with respect having regard to the operation nature of the Transferred Business or otherwise Related to the Transferred Business, conduct and its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material licenses and permits required under applicable Law, and (iii) maintain its key relationships with its material lessors, customers, lenders, suppliers, contractors, joint venture parties, working interest parties and others having material business relationships with it and with Governmental Entities with jurisdiction over oil and gas-related matters; provided, however, that no action with respect to matters specifically addressed by any provision of Section 7.3(b) shall be deemed a breach of this Section 7.3(a) unless such action would constitute a breach of such other provision.practice); (b) From the date hereof until the earlier of the Closing and the termination of this Agreement, except as (A) expressly contemplated or permitted by this Agreement or any other Specified Agreement, (B) set forth in Section 7.3 of the Atlas Disclosure Letter, (C) consented to in writing by AHD GP (which consent shall not be unreasonably withheld, conditioned or delayed), or (D) required by applicable Law, Atlas shall not, nor shall it permit any of the Atlas Subsidiaries uses its commercially reasonable best endeavors to, in each case solely with respect to the operation of the Transferred Business, directly or indirectly: (i) amend maintain or propose to amend enhance the Constituent Documents of any profitability and value of the Purchased EntitiesTransferred Business; (ii) issue, sell, transfer, pledge, dispose of, encumber or agree properly transfer to issue, sell, transfer, pledge, dispose of, or encumber, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, the capital stock of any class of any Purchased Entity or any debt or equity securities which are convertible into or exchangeable for such capital stockCompany and thereafter retain all Transferred Employees; (iii) except as would not result in an Assumed Liability hereunder, (A) incur, assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) with respect to any indebtedness for borrowed money or issue any debt securities, other than reasonably maintain and protect all Transferred Assets in the ordinary course of business or (B) make any loan, advance or capital contribution to or investment in any Person other than a Purchased Entity or a Drilling Partnership;business; and (iv) except with respect to Retained Assets, sell, lease, license, pledge, dispose reasonably maintain and protect all property which is the subject of New Leases or encumber any assets, properties (whether real, personal, tangible or intangible, including Permits), rights or businesses, other than sales or dispositions of assets (i) Assignment Leases in the ordinary course of business or business. (iic) contracted by Atlas or any Atlas Subsidiary in the ordinary course of business does not, without giving prior written notice to the date hereof;Purchaser, in relation to the Transferred Business (provided that if the Purchaser objects to such notice, the Vendor shall not carry out such acts, however, the Purchaser may not unreasonably object to such notice): (vi) enter into any transaction for, material contract or make, terminate or alter any acquisition term of any business, material assets, product lines, business units, business operations, stock or other properties, contract other than acquisitions in the ordinary course of business; (viii) adopt a plan incur any expenditure or agreement liability more than JPY 40 million or commitment longer than 1 year or, except in the ordinary course of complete business, any other expenditure, liability or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or commitment; (iii) other reorganization than in the ordinary course of the Purchased Entitiesbusiness: (A) dispose of; (B) grant an option over; or (viiC) authorize grant an Encumbrance (excluding any ofrights naturally incurred pursuant to the law in respect of movable property) over, or commit to do or enter into any binding Contract with respect to any of the foregoing actions in clauses Transferred Assets or any of the property which is the subject of New Leases or Assignment Leases; (iiv) through (vi).make any new investment, the amount of which is more than JPY 40 million, including the purchase or lease of Plant and Equipment or furniture;

Conduct of Transferred Business. Except as (aA) From the date hereof until the earlier of the Closing and the termination of contemplated by this Agreement, except as expressly contemplated (B) required by applicable Law, or permitted by this Agreement or any other Specified Agreement, except as set forth in Section 7.3 of the Atlas Disclosure Letter or as consented (C) otherwise agreed to in writing by AHD GP Tower (which whose consent shall not be unreasonably conditioned, withheld, conditioned delayed or delayed) or except as required by applicable Lawdenied), Atlas shall, and shall cause each from the date of the Atlas Subsidiaries to, in each case solely with respect this Agreement to the operation of Closing Date, Panasonic (a) shall carry out the Transferred Business or otherwise Related to the Transferred Business, conduct its business in all material respects in the ordinary course consistent with past practice and, to and in substantially the extent consistent therewith, use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain same manner in effect all which such Transferred Business was being conducted as of its material licenses and permits required under applicable Law, and (iii) maintain its key relationships with its material lessors, customers, lenders, suppliers, contractors, joint venture parties, working interest parties and others having material business relationships with it and with Governmental Entities with jurisdiction over oil and gas-related matters; provided, however, that no action with respect to matters specifically addressed by any provision of Section 7.3(b) shall be deemed a breach of this Section 7.3(a) unless such action would constitute a breach of such other provision. (b) From the date hereof until the earlier of the Closing and the termination of this Agreement, except as (b) shall use its best efforts to ensure that (A) expressly contemplated its business relationship with all material existing trade suppliers of the Transferred Business (including materials, parts, software, hardware, lease agreements, outsourcing, consultants) is maintained such that such suppliers shall continue to provide supplies and services to the Company following the Closing under at least the same or permitted by this Agreement or any other Specified Agreementsubstantially similar terms and manner, and (B) set forth in Section 7.3 the Company will have the benefit of all of the Atlas Disclosure Letter, (C) consented to in writing by AHD GP (material contracts which consent shall are not be unreasonably withheld, conditioned or delayed), or (D) required by applicable Law, Atlas shall not, nor shall it permit any of the Atlas Subsidiaries to, in each case solely with respect transferred to the operation of Company in accordance with the Business Transferred Agreement but will be necessary for the Company to perform the Transferred BusinessBusiness on the same or substantially similar terms and conditions and (c) without detracting from the aforementioned, directly or indirectlyshall cause the Company and the Transferred Business not to: (i) amend its articles of incorporation or propose to amend the Constituent Documents of any of the Purchased Entitiesother organizational documents; (ii) issue, sell, transfer, pledge, dispose of, encumber issue or agree to issue, sell, transfer, pledge, dispose of, authorize issuance any new shares or encumber, any additional shares of, other securities convertible or any options, warrants exchangeable for or rights of any kind to acquire any shares of, of the capital stock of any class of any Purchased Entity or any debt or equity securities which are convertible into or exchangeable for such capital stockCompany; (iii) except as would not result in an Assumed Liability hereunder, (A) incur, assume, guarantee, endorse declare or otherwise become liable (whether directly, contingently pay any dividend or otherwise) distribution with respect to any indebtedness for borrowed money or issue any debt securities, other than in shares of the ordinary course of business or (B) make any loan, advance or capital contribution to or investment in any Person other than a Purchased Entity or a Drilling PartnershipCompany; (iv) except with respect to Retained Assets, sell, lease, license, pledge, dispose implement any repurchase of or encumber any assets, properties (whether real, personal, tangible or intangible, including Permits), rights or businesses, other than sales or dispositions shares of assets (i) in the ordinary course of business or (ii) contracted by Atlas or any Atlas Subsidiary in the ordinary course of business prior to the date hereofCompany; (v) enter into any transaction forliquidate, dissolve, or makewind-up the Company; (vi) change any material accounting principle, method or practice of the Company, except as may be required by a concurrent change in Japanese GAAP or applicable Law; (vii) be party to (A) any merger, acquisition, consolidation, stock-for-stock exchange, recapitalization or similar transaction involving the Company or (B) any purchase of all or any substantial portion of the assets of the Company; (viii) increase the compensation or fringe benefits of, or modify the employment terms and benefits of, any acquisition of any business, material assets, product lines, business units, business operations, stock or other propertiesTransferred Employee, other than acquisitions immaterial changes that occur following the date hereof in the ordinary course of business; (viix) establish or adopt a plan any new employee benefit (including health) or agreement pension plans or employment agreements, other than new hire employment agreements on standard forms; (x) hire any new officer; (xi) sell, lease, license, exchange, transfer, place an Encumbrance on, or dispose of complete any Asset (as defined in the Business Transfer Agreement) or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization any nontransferred asset or other reorganization leased assets located in the Company; (xii) terminate (except pursuant to its terms) or modify or amend any Contract (as defined in the Business Transfer Agreement); (xiii) cancel or compromise any material debt or claim or waive or release any material rights of the Purchased EntitiesTransferred Business; (xiv) authorize or enter into an agreement to take any of the actions described above; (xv) terminate, modify, or not renew existing insurance coverage; or (viixvi) authorize any ofmaintain inventories, or commit stock items and work in process at conditions which are not in the ordinary course of business. From the date of this Agreement to do or enter into any binding Contract with respect to any the Closing Date, Panasonic will immediately notify Tower of the foregoing actions in clauses (i) through (vi)occurrence of any Company Material Adverse Effect.