Common use of Conduct Prior to the Effective Time Clause in Contracts

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and Eneco. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company and Eneco shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company and Eneco shall not do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and EnecoParent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company Company, Parent and Eneco Merger Sub shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company Company, Parent and Eneco Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business by Company and EnecoParent. During the period from the ----------------------------------------- date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, Company and each of the Company and Eneco its subsidiaries shall, except to the extent that the other party Purchaser shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect)regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of the other partyPurchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each Company shall not, and with respect to Section (a) below, the Parent shall not permit the Company or any of the Company and Eneco shall not Company's subsidiaries to, do any of the following:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business by Company and EnecoChiste. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company and Eneco Chiste shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers officers, managers and employees employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted or required or permitted by the terms of this AgreementAgreement or set forth on the Schedule 5.1 hereto, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company and Eneco Chiste shall not do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and EnecoParent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company Company, Parent and Eneco Merger Sub shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this AgreementAgreement or set forth in Schedule 4.1 hereto, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company Company, Parent and Eneco Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and EnecoParent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company Company, Parent and Eneco Merger Sub shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company and Eneco its Subsidiaries, Parent and Merger Sub shall not do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and Enecothe Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each of the Company and Eneco each of its subsidiaries shall, except to the extent that the other party Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect)regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and except as provided in Article 4 of the Company Schedules, without the prior written consent of the other partyParent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each of the Company and Eneco shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. 4.1 Conduct of Business by Company and Enecothe Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each of the Company and Eneco each of its subsidiaries shall, except to the extent that the other party Parent shall otherwise consent in writing, carry on its business business, in all material respects, in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect)regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and except as provided in Article 4 of the Company Schedules, without the prior written consent of the other partyParent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each of the Company and Eneco shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct Prior to the Effective Time. 4.1 5.1 Conduct of Business by Company and EnecoParent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, Company and each of the Company and Eneco its subsidiaries shall, except to the extent that the other party Purchaser shall otherwise consent in writing, carry on its business business, in the usual, regular and ordinary course consistent with past practicescourse, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect)regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) except after the terminations contemplated by Section 6.12, keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of the other partyPurchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the ClosingEffective Time, each Company shall not, and with respect to Section 5.1(a) below, Parent shall not permit Company or any of the Company and Eneco shall not Company's subsidiaries to, do any of the following: