Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. (l) From the Effective Date through the Closing, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except for (i) actions required by Law, (ii) actions permitted by this Agreement or any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the other terms of this Agreement, reasonable actions taken in response to an emergency, forced outage or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project to be operated and maintained) in accordance with all Laws and Permits in all material respects and in the ordinary course of business consistent with past practices, including (A) operating and maintaining the systems, equipment and machinery of the Project that are Purchased Assets in compliance with all Laws and Permits in all material respects, including compliance with the manufacturer's technical requirements and information in all material respects, (B) making timely and complete application to the applicable Governmental Authority for the renewal of any material Seller's Permit so as to effectuate such renewal reasonably prior to the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with Seller or any of its Affiliates with respect to the Project or the Business or Governmental Authorities having jurisdiction over the Project, the Project Real Property or the Business. In addition, with respect to each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warranty, Seller shall, and where applicable, shall cause its Affiliates to, use Commercially Reasonable Efforts to cause each such Contract to permit Seller or its Affiliates to freely assign such Purchased Warranty to the applicable Purchaser without the consent of any Person.

Conduct Pending Closing. Subsequent to the execution of this Agreement by Buyer, and pending closing of title and/or Buyer’s earlier cancellation, or default, Seller: (l1) From the Effective Date through the Closing, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheldexecute or modify any Leases, conditioned or delayed, and except for (i) actions required by Law, (ii) actions permitted by this Agreement extensions or any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the renewals of Leases other terms of this Agreement, reasonable actions taken in response to an emergency, forced outage or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project to be operated and maintained) in accordance with all Laws and Permits in all material respects and than month-to-month Leases in the ordinary course of business consistent with past practicesbusiness, including (A) operating and maintaining without the systemsprior written consent of Buyer, equipment and machinery except as required by the terms of the Project that are Purchased Assets Leases currently in compliance with all Laws and effect; (2) shall not execute or modify any Contracts, Permits or Warranties, or extensions or renewals of Contracts, Permits or Warranties, without the prior written consent of Buyer, except as required by the terms of the Contracts, Permits or Warranties currently in all effect; (3) shall make no material respects, including compliance with changes in the manufacturer's technical requirements and information physical condition of the Property without the prior written consent of Buyer; (4) shall not modify the Intangibles in all any material respects, respect; (B5) making timely and complete application shall maintain any insurance coverage relating to the applicable Governmental Authority for Property that is currently maintained by Seller, in the renewal amounts and coverages currently in effect; (6) shall not dispose of any material Seller's Permit so as interest in the Property and shall not mortgage, pledge, or subject to effectuate such renewal reasonably lien or other encumbrances any interest in the Property; (7) shall not seek or consent to any zoning or other change affecting the use of the Real Estate or seek or consent to any re-platting of the Real Estate or any amendment of the existing plat; (8) shall pay, prior to the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessorsdelinquency, suppliersall property taxes, Employeesinsurance premiums, licensors, agents, contractors, utility charges and other Persons having a material business relationship with Seller or any of its Affiliates obligations which become due and payable with respect to the Project or the Business or Governmental Authorities having jurisdiction over the Project, the Project Real Property or the Business. In addition, with respect to each Contract that would be a Purchased Contract ; (9) shall promptly advise Buyer of the commencement of any litigation by or a Purchased License entered into by against Seller or any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warranty, Seller shall, and where applicable, shall cause its Affiliates to, use Commercially Reasonable Efforts to cause each such Contract to permit Seller or its Affiliates to freely assign such Purchased Warranty pertaining to the applicable Purchaser without Property; (10) shall manage the consent Property in substantially the same manner in which it was managed prior to the Seller’s execution of this Agreement; (11) shall not remove any material Tangible Personal Property used in the operation of the Property or Business unless same is replaced by similar Tangible Personal Property of same or better quality and condition; and (12) provide Buyer written notice of any Personchange in fact that make the representations in Section 12(d) untrue.

Conduct Pending Closing. (l) From Prior to consummation of the Effective Date through Transactions or the Closingtermination or expiration of this Agreement pursuant to its terms, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except for (i) for actions which are required by Law, (ii) actions permitted by this Agreement or any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the other terms of this Agreement, for reasonable actions taken in response to an emergency, forced outage or an event of connection with any emergency force majeure in accordance with Good Industry Practices event and promptly disclosed in writing to each applicable Purchaser, (iii) for actions which arise solely from or are related to and only affect the Excluded Assets or the Excluded Liabilities, or the anticipated transfer of the Purchased Assets, or (iv) as otherwise contemplated by this Agreement or disclosed in Schedule 6.4, Seller shall, and, where applicable, shall cause its Affiliates to conduct the Business and operate : Operate and maintain the Project (Project, or cause the Project to be operated and maintained) in accordance with all Laws and Permits , in all material respects in accordance with the ordinary course of business consistent with past practices and Good Utility Practices and applicable Laws, including Environmental Laws, and maintain in effect the Interim LTSA and otherwise ensure the provision of customary maintenance of the combustion and steam turbines of the Project in compliance with GEII's technical requirements and information; Not amend, terminate, renegotiate or, except as required by their terms, renew any existing Transmission Purchase Agreement or Project Contract or enter into any new Project Contract that would (if it existed on the date hereof) have been required to be listed in Schedule 4.8, or default (or take or omit to take any action that, with the giving of notice or passage of time or both, would constitute a default) under Seller's obligations under any Transmission Purchase Agreement or Project Contract or waive any default by, or release, settle or compromise any claim against, any other party to a Transmission Purchase Agreement or Project Contract; Not sell, lease, transfer or dispose of, or make any contract for the sale, lease, transfer or disposition of, any material assets or properties which would be included in the Purchased Assets, except disposition of Consumables in the ordinary course of business; Not (i) incur any obligations for borrowed money or guarantee or otherwise become liable for the obligations of, or make any loans or advances to, any Person, except as would after the Closing constitute an Excluded Liability or (ii) delay the payment or discharge of any liability under the Interim LTSA or which, upon the Closing, would be an Assumed Liability, whether because of the Transactions or otherwise; Not grant any Encumbrance on any Purchased Assets, except Permitted Encumbrances; Maintain or cause to be maintained in force and effect the material property and liability insurance policies related to the Project; Ensure that the inventory of Consumables reflected on the Closing Inventory Report shall not be less than the inventory of Consumables reasonably necessary for the operation of the Project for not less than the thirty (30) day period following the Closing; Not take any action which would cause any of Seller's representations and warranties set forth in Article 4 to be untrue in any material respect as of the Closing; Use Commercially Reasonable Efforts (i) to document, or cause to be documented, prior to the Closing, the complete terms of all Warranties the complete terms of which are not documented as of the Effective Date and (ii) to obtain assignments from third parties to Seller of all Warranties which, as of the Effective Date, are made to any Person other than Seller; and Not, without first consulting with Purchaser regarding the same, resolve, settle or compromise any material Environmental Condition, Environmental Claim or Environmental Liability, including without limitation with any Governmental Authority, which could impose any post-Closing liabilities on Purchaser or require any post-Closing Remediation; provided, however, that nothing in this Section 6.4 shall (i) obligate Seller to make expenditures other than in the ordinary course of business consistent with past practices, including (Aii) operating and maintaining the systemspreclude Seller from paying, equipment and machinery prepaying or otherwise satisfying any liability which, if outstanding as of the Project that are Purchased Assets in compliance with all Laws and Permits in all material respectsClosing Date, including compliance with the manufacturer's technical requirements and information in all material respectswould be an Assumed Liability or an Excluded Liability, (Biii) making timely preclude Seller from incurring any liabilities or obligations to any third party in connection with obtaining such Party's consent to any transaction contemplated by this Agreement or the Ancillary Agreements provided such liabilities and complete application obligations incurred under this clause (iii) shall be Excluded Liabilities or (iv) preclude Seller from instituting, participating in or completing any program designed to the promote compliance or comply with applicable Governmental Authority for the renewal of any material Seller's Permit so as to effectuate such renewal reasonably prior to the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with Seller Laws or any of its Affiliates Good Utility Practices with respect to the Project or Purchased Assets or (v) obligate Seller to acquiesce in any reduction in the Business or Governmental Authorities having jurisdiction over the Project, the Project Real Property or the Business. In addition, with respect to each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warranty, Seller shall, and where applicable, shall cause its Affiliates to, use Commercially Reasonable Efforts to cause each such Contract to permit Seller or its Affiliates to freely assign such Purchased Warranty to the applicable Purchaser without the consent of any PersonPurchase Price.

Conduct Pending Closing. (l) From the Effective Date through date of this Agreement to the Closing, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except for (i) actions required by LawClosing Date, (iia) actions the Ceding Companies and HealthMarkets shall use their best efforts to conduct their affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement or any the Ancillary Agreement or necessary to consummate Agreements, the Transactions representations and expressly contemplated hereunder or thereunder, warranties of the Ceding Companies and (iii) subject to the other terms of this Agreement, reasonable actions taken HealthMarkets contained in response to an emergency, forced outage or an event of force majeure in accordance with Good Industry Practices Article III and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, Article IV hereof shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project continue to be operated true and maintained) in accordance with all Laws and Permits correct in all material respects on and in the ordinary course of business consistent with past practices, including (A) operating and maintaining the systems, equipment and machinery as of the Project that are Purchased Assets Closing Date as if made on and as of the Closing Date; (b) the Reinsurer shall use its best efforts to conduct its affairs in compliance with all Laws such a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary Agreements, the representations and Permits warranties of the Reinsurer contained in Article V hereof shall continue to be true and correct in all material respectsrespects on and as of the Closing Date as if made on and as of the Closing Date; (c) the Ceding Companies and HealthMarkets shall notify the Reinsurer promptly of any event, including compliance with condition or circumstance which, if existing or known on the manufacturer's technical requirements date hereof, would have been required to be set forth in any schedule or disclosed pursuant to this Agreement or of any fact which, if existing or known on the date hereof, would have made any of the representations of such party contained herein untrue in any material respect; and (d) the Reinsurer shall notify the Ceding Companies and HealthMarkets promptly of any event, condition or circumstance which, if existing or known on the date hereof, would have been required to be set forth in any schedule or disclosed pursuant to this Agreement or of any fact which, if existing or known on the date hereof, would have made any of the representations of the Reinsurer contained herein untrue in any material respect. No such information shall impact any representation or warranty of the party disclosing such information in all material respects, (B) making timely and complete application to the applicable Governmental Authority for the renewal connection with any breach of any material Seller's Permit so as representation or warranty; provided that a breach of this Section 6.9 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VII or give rise to effectuate such renewal reasonably prior to a right of termination under Article XI if the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with Seller underlying breach or any of its Affiliates breaches with respect to which the Project other party failed to give notice would not result in the failure of the closing conditions set forth in Article VII or would not result in the Business or Governmental Authorities having jurisdiction over ability of such non-breaching Party to terminate this Agreement under Article XI, as the Project, the Project Real Property or the Business. In addition, with respect to each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warranty, Seller shall, and where applicable, shall cause its Affiliates to, use Commercially Reasonable Efforts to cause each such Contract to permit Seller or its Affiliates to freely assign such Purchased Warranty to the applicable Purchaser without the consent of any Personcase may be.

Conduct Pending Closing. (la) From the Effective Date through the Closing, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except for (i) actions required by Law, (ii) actions permitted by this Agreement or any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the other terms of this Agreement, reasonable actions taken in response to an emergency, forced outage emergency or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, shall cause its Affiliates and Operator and, to the extent of its ability, GEII to conduct the Business and operate and maintain the Project (or cause the Project to be operated and maintained) in accordance with all Laws and Permits in all material respects and in the ordinary course of business the conduct of the Business consistent with past practicespractices and Good Industry Practices, including (A) operating and maintaining the systems, equipment equipment, and machinery of the Project that are Purchased Assets in compliance with all Laws and Permits in all material respectsrespects and Good Industry Practices, including compliance with the manufacturer's ’s technical requirements and information and, to the extent applicable, the LTSA in all material respects, and, with respect to any damage to any Purchased Asset other than due to a Casualty Event, and without limiting the other applicable terms of this Agreement, Repair such Purchased Asset fully consistent with requirements set forth in Section 6.8(d) and Section 6.8(e) (notwithstanding, in each case, that such damage to such Purchased Asset does not constitute a “Damaged Portion”), (B) making making, or causing to be made, timely and complete application to the applicable Governmental Authority for the renewal of any material Seller's Purchased Permit so as to effectuate such renewal reasonably prior to the scheduled expiration date of such Seller's Permit Purchased Permit, and (C) using Commercially Reasonable Efforts commercially reasonable efforts to preserve the good will of Employees, lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with Seller or any of its Affiliates with respect to the Project or the Business or Governmental Authorities having jurisdiction over the Project, the Project Real Property Property, or the Business. In addition, with respect to (1) each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or any of its Affiliates from and after the Effective Date through the Closing that includes would be a Purchased WarrantyProject Contract and (2) each Purchased Warranty obtained by Seller or any of its Affiliates from and after the Effective Date through the Closing, Seller shall, and where applicable, applicable shall cause its Affiliates to, use Commercially Reasonable Efforts commercially reasonable efforts to cause each such Contract to permit Seller or its Affiliates to freely assign assign, transfer, and/or convey such Purchased Project Contract or Purchased Warranty to the applicable Purchaser without the consent Consent of any Person, including, for the avoidance of doubt, without any requirement that Purchaser or any Affiliate of Purchaser enter into a new Contract with the counterparty to such Purchased Project Contract or Purchased Warranty or provide new consideration to such counterparty (or its designee) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Conduct Pending Closing. (l) From the Effective Date through date of this Agreement and until the Closing, unless each applicable Purchaser the Shareholders shall otherwise consent cause VCI to carry on its business diligently and substantially in writing, which consent the manner as heretofore conducted. The Shareholders shall not be unreasonably withheld, conditioned permit VCI to enter into any contract or delayed, and except for (i) actions required by Law, (ii) actions permitted by this Agreement commitment or to engage in any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the other terms of this Agreement, reasonable actions taken in response to an emergency, forced outage or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project to be operated and maintained) in accordance with all Laws and Permits in all material respects and transaction not in the ordinary course of business and not consistent with past business practices. The Shareholders shall cause VCI to preserve for Acquisition VCI's business organiza- tion, including (A) operating present key employees, and maintaining their relationships with customers, suppliers and others having business relations with VCI. Furthermore, and without limiting the systems, equipment and machinery scope of the Project that are Purchased Assets foregoing, the Shareholders (in compliance their capacity as shareholders, directors and officers of VCI) shall: (a) not permit VCI to make any capital expendi- tures, or commitments with all Laws and Permits respect thereto (including, without limitation, capital leases), other than capital expenditures or commitments not in all material respects, including compliance with excess of $50,000 in the manufacturer's technical requirements and information in all material respectsaggregate, (Bb) making timely and complete application not permit VCI to the applicable Governmental Authority for the renewal amend its charter documents, 28 (c) not take any action which would cause a breach of any material Seller's Permit so as of the representations and warranties made by the Shareholders in this Agreement or take any action which would make any of the Representations or Warranties untrue if made at the time of Closing, (d) not permit VCI to effectuate such renewal reasonably prior to the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessorsdeclare or pay any dividend on, suppliersor make any distribution in respect of, Employeesits capital stock, licensorsor directly or indirectly redeem, agentspurchase, contractors, and other Persons having a material business relationship with Seller or other- wise acquire any of its Affiliates with capital stock or issue any stock rights, warrants or options, (e) not permit VCI to make any pre-payments in respect of any Company liability. Company will discharge its obligations when due, (f) require VCI to take all corporate and other action necessary to consummate the Project transaction contemplated hereby and will obtain all corporate and similar consents and approvals required to enable it to carry out the transactions contemplated in this Agreement. (g) not permit VCI to do, or the Business or Governmental Authorities having jurisdiction over the Project, the Project Real Property or the Business. In addition, with respect agree to each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or do any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warrantyfollowing acts: (i) grant any increase in salaries payable or to become payable by either of them, Seller shallto any officer, and where applicableemployee, shall cause its Affiliates tosales agent, use Commercially Reasonable Efforts or representative, (ii) increase benefits payable to cause each such Contract to permit Seller any officer, employee, sales agent, or its Affiliates to freely assign such Purchased Warranty to the applicable Purchaser without the consent of representative under any Person.bonus or pension plan or other contract or commitment, or (iii) modify any collective 29

Conduct Pending Closing. (l) From Prior to consummation of the Effective Date through transactions contemplated hereby or the Closingtermination or expiration of this Agreement pursuant to its terms, unless each applicable Purchaser Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned Page 36 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT withheld or delayed, and except for (i) actions taken pursuant to Assumed Contracts, or which are required by Law, (ii) actions permitted Law or arise from or are related to the anticipated transfer of the Assets or as otherwise contemplated by this Agreement or any Ancillary Agreement disclosed in Schedule 6.3 or necessary another Schedule to consummate this Agreement, Sellers shall: (a) Operate and maintain the Transactions Assets only in the usual and expressly contemplated hereunder or thereunderordinary course, and (iii) subject materially consistent with practices followed prior to the other terms execution of this Agreement; (b) Except as required by their terms, reasonable actions taken in response to an emergencynot amend, forced outage terminate, renew, or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaserrenegotiate any existing material Assumed Contract or enter into any new Assumed Contract, Seller shall, and, where applicable, shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project to be operated and maintained) in accordance with all Laws and Permits in all material respects and except in the ordinary course of business and consistent with past practices, including (A) operating and maintaining the systems, equipment and machinery practices of the Project that are Purchased Assets recent past, or default (or take or omit to take any action that, with or without the giving of notice or passage of time, would constitute a default) in compliance with all Laws and Permits in all material respectsany of its obligation under any such contracts; (c) Not (i) sell, including compliance with the manufacturer's technical requirements and information in all material respectslease, (B) making timely and complete application to the applicable Governmental Authority transfer or dispose of, or make any contract for the renewal sale, lease, transfer or disposition of, the LLC Interests or any assets or properties which would be included in the Assets, other than sales in the ordinary course of business which would not individually, or in the aggregate, have a Material Adverse Effect upon the operations or value of the Plant or the LLC Interests; (ii) incur, assume, guaranty, or otherwise become liable in respect of any material Seller's Permit so as indebtedness for money borrowed which would result in the LLC or Buyer assuming such liability hereunder after the Closing; (iii) delay the payment and discharge of any liability which, upon Closing, would be an Assumed Liability, because of the transactions contemplated hereby; or (iv) encumber or voluntarily subject to effectuate such renewal reasonably prior any lien any Asset or LLC Interest (except for Permitted Encumbrances); or (v) sell, lease, transfer or dispose of, to the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with any Seller or any Affiliate of its Affiliates with respect to the Project any Seller, any LLC Interest or the Business any assets or Governmental Authorities having jurisdiction over the Project, the Project Real Property or the Business. In addition, with respect to each Contract that properties which would be a Purchased Contract included in the Assets, or a Purchased License entered into by remove any such assets or property to or for the benefit of any Seller or any Affiliate of its Affiliates from any Seller; (d) Maintain in force and effect the material property and liability insurance policies related to the Assets; (e) Subject to Section 6.2, not take any action which would cause any of Sellers' representations and warranties set forth in Article 3 to be materially false as of the Closing; (f) Not make Capital Expenditures, other than those contemplated on Schedule 2.6(f)(i), which would, pursuant to the provisions of Section 2.6(f), result in an upward adjustment of the Purchase Price pursuant to Section 2.6(f)(i) in excess of $1,000,000 in the aggregate, except for purchases under agreements in existence as of the date hereof that would constitute Assumed Liabilities as of such date, Capital Expenditures set forth on Schedule 2.6(f)(i), or Capital Expenditures otherwise approved in writing by Buyer; Page 37 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (g) Not (i) adopt any new plan or program for severance, continuation or termination pay for employees at the Plant, (ii) enter into any new collective bargaining agreement or any amendment to the existing collective bargaining agreement for employees at the Plant, (iii) increase benefits payable under any Benefit Plan, (iv) increase compensation payable to employees at the Plant, (v) represent to any employee at the Plant that Buyer would assume or continue to maintain any Benefit Plan after the Effective Date through Closing Date, or (vi) hire out or transfer any employees to or from the Plant unless essential to maintain the business or operations of the Plant. Provided that nothing in this Section shall (i) obligate Sellers to make expenditures other than in the ordinary course of business and consistent with practices of the recent past or to otherwise suffer any economic detriment, (ii) preclude Sellers from paying, prepaying or otherwise satisfying any liability which, if outstanding as of the Closing that includes a Purchased WarrantyDate, Seller shallwould be an Assumed Liability or an Excluded Liability, (iii) preclude Sellers from incurring any liabilities or obligations to any third party in connection with obtaining such party's consent to any transaction contemplated by this Agreement, the Related Agreements or any other agreement contemplated hereby, provided such liabilities and where applicableobligations under this clause (iii) shall be Excluded Liabilities pursuant to Section 2.4(h) hereof if not approved in advance by Buyer (which approval shall not be unreasonably withheld or delayed), shall cause its Affiliates to, use Commercially Reasonable Efforts or (iv) preclude Sellers from instituting or completing any program designed to cause each such Contract to permit Seller promote compliance or its Affiliates to freely assign such Purchased Warranty to comply with Laws or other good business practices respecting the applicable Purchaser without the consent of any Person.Plant. Section 6.4

Conduct Pending Closing. (l) From the Effective Date through date of this Agreement to the ClosingClosing Date, unless each applicable Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed(a) Seller shall, and shall cause the Companies to, use their best efforts to conduct their affairs in such a manner so that, except for (i) actions required by Law, (ii) actions as otherwise contemplated or permitted by this Agreement or any Ancillary Agreement or necessary to consummate the Transactions and expressly contemplated hereunder or thereunder, and (iii) subject to the other terms of this Agreement, reasonable actions taken the representations and warranties of Seller contained in response to an emergency, forced outage or an event of force majeure in accordance with Good Industry Practices and promptly disclosed in writing to each applicable Purchaser, Seller shall, and, where applicable, Article V hereof shall cause its Affiliates to conduct the Business and operate and maintain the Project (or cause the Project continue to be operated true and maintained) in accordance with all Laws and Permits correct in all material respects on and in the ordinary course of business consistent with past practices, including (A) operating and maintaining the systems, equipment and machinery as of the Project that are Purchased Assets Closing Date as if made on and as of the Closing Date (unless such representations and warranties relate to a specified date); (b) Purchaser shall use its best efforts to conduct its affairs in compliance with all Laws such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and Permits warranties of Purchaser contained in Article VI hereof shall continue to be true and correct in all material respectsrespects on and as of the Closing Date as if made on and as of the Closing Date (unless such representations and warranties relate to a specified date); (c) Seller shall notify Purchaser promptly of any event, including compliance with condition or circumstance which, if existing or known on the manufacturer's technical requirements date hereof, would have been required to be set forth in any schedule or disclosed pursuant to this Agreement or of any fact which, if existing or known on the date hereof, would have made any of the representations of such party contained herein untrue in any material respect; and (d) Purchaser shall notify Seller promptly of any event, condition or circumstance which, if existing or known on the date hereof, would have been required to be set forth in any schedule or disclosed pursuant to this Agreement or of any fact which, if existing or known on the date hereof, would have made any of the representations of Purchaser contained herein untrue in any material respect. No such information shall impact any representation or warranty of the party disclosing such information in all material respects, (B) making timely and complete application to the applicable Governmental Authority for the renewal connection with any breach of any material Seller's Permit so as representation or warranty; provided that a breach of this Section 7.5 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VIII or give rise to effectuate such renewal reasonably prior to a right of termination under Article IV if the scheduled expiration date of such Seller's Permit and (C) using Commercially Reasonable Efforts to preserve the good will of lessors, suppliers, Employees, licensors, agents, contractors, and other Persons having a material business relationship with Seller underlying breach or any of its Affiliates breaches with respect to which the Project other party failed to give notice would not result in the failure of the closing conditions set forth in Article VIII or would not result in the Business or Governmental Authorities having jurisdiction over ability of such non-breaching Party to terminate this Agreement under Article IV, as the Project, the Project Real Property or the Business. In addition, with respect to each Contract that would be a Purchased Contract or a Purchased License entered into by Seller or any of its Affiliates from and after the Effective Date through the Closing that includes a Purchased Warranty, Seller shall, and where applicable, shall cause its Affiliates to, use Commercially Reasonable Efforts to cause each such Contract to permit Seller or its Affiliates to freely assign such Purchased Warranty to the applicable Purchaser without the consent of any Personcase may be.