Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. (a) From and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by Parent. (a) From Except for matters set forth in Section 8.01 of the Parent Disclosure Letter, otherwise expressly permitted by this Agreement and after the other Transaction Documents, required by applicable Law or consented to in writing by Weyerhaeuser, from the date hereof and prior to the earlier Effective Time, Parent shall, and shall cause each Parent Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, maintain its material Governmental Approvals and Third Party Approvals, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired in any material respect at the Effective Time. In addition, and without limiting the generality of the Effective Time foregoing, except for matters set forth in Section 8.01 of the Parent Disclosure Letter or otherwise expressly permitted by this Agreement and the Termination Date, and except (i) as may be other Transaction Documents or required by applicable Law, (ii) as may be consented from the date hereof to in writing by the Company (Effective Time, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following without the prior written consent of Weyerhaeuser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.delayed:

Conduct of Business by Parent. (a) From and after the date hereof and prior to entry into this Agreement until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company Partnership (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be contemplated or required by this Agreement or Agreement, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to an Emergency, (v) to the extent action is reasonably taken (or reasonably omitted) in response to changes or developments resulting from material changes in commodity prices, or (vi) as contemplated by the Parent’s 2024 capital growth program, as set forth on Section 5.2(a) of the Parent Disclosure Schedule (the “Parent 2024 Planned CapEx”) or as set forth in Section 5.2 5.2(a) of the Parent Disclosure Schedule, Parent covenants shall, and agrees with the Company that the business of Parent and shall cause its Subsidiaries shall be conducted into, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available conduct their businesses in the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply ordinary course in all material respects and preserve substantially intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with significant customers and suppliers, in each case, in all applicable Lawsmaterial respects; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by Parent. (a) From and after the date hereof and prior to the earlier of the Effective Time and or the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 6.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and that such entities shall not take any action except in, the ordinary course of business, business consistent with past practice and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services preserve intact their present material lines of current officersbusiness, key employees maintain their rights and consultants of franchises and preserve their relationships with material customers and suppliers and other Persons with whom Parent and each or any of its Subsidiaries, (B) preserve Parent’s Subsidiaries has significant business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Lawsrelations; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b6.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by Parent. (a) From and after the date hereof and prior to until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, or as expressly required by a Parent Permit, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated or required by this Agreement Agreement, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to an Emergency or (ivv) as set forth in Section 5.2 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent shall, and shall cause its Subsidiaries shall be conducted into, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their respective commercially reasonable best efforts to (Ax) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply conduct their businesses in all material respects in the ordinary course, (y) preserve substantially intact their present lines of business and maintain their material rights and Parent Permits and (z) preserve their relationships with all applicable Lawssignificant customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed prohibited or required by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by Parent. (a) From and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as Except for matters set forth in Section 5.2 of the ------------------------------ Parent Disclosure ScheduleLetter or otherwise expressly contemplated by this Agreement, from the date of this Agreement to the Merger Effective Time Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted inshall, and such entities shall not take any action except incause each Parent Subsidiary to, conduct its business in all material respects in the usual, regular and ordinary course of business, in substantially the same manner as previously conducted and Parent and its Subsidiaries shall use their all reasonable best efforts to (A) preserve intact its current business organization in all material respects, subject to prudent management of work force and business needs, keep available the services of its current officers, key officers and employees and consultants of Parent and each of keep its Subsidiariesrelationships with Governmental Entities, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributorslicensors, creditors licensees, distributors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts others having business dealings with them to the end that its goodwill and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply ongoing business shall be unimpaired in all material respects with all applicable Laws; providedat the Merger Effective Time. In addition, howeverand without limiting the generality of the foregoing, that no action except for matters set forth in the Parent Disclosure Letter or otherwise expressly contemplated by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach this Agreement, from the date of this sentence unless such action would constitute a breach Agreement to the Merger Effective Time, Parent shall not, and shall not permit any Parent Subsidiary to, do any of such other provision.the following without the prior written consent of the Company:

Conduct of Business by Parent. (a) From and after During the period from ----------------------------- the date hereof of this Agreement and prior to continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time Time, Parent and each of its subsidiaries shall, except to the Termination Date, extent that Company shall otherwise consent in writing and except (i) as may be required by applicable Law, (ii) as may be consented to provided in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section Part 5.2 of the Parent Disclosure ScheduleLetter, Parent covenants carry on its business in the usual, regular and agrees with ordinary course, in substantially the Company that the business of Parent same manner as heretofore conducted and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply compliance in all material respects with all applicable Lawslaws and 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 intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, licensors, licensees and others with which it has business dealings; provided, however, that no action by nothing in this Section 5.2 shall prevent Parent or any of its Subsidiaries with respect to matters specifically addressed subsidiaries from reviewing and pursuing any acquisition opportunities. In addition, except as permitted by any provision of Section 5.2(b) shall be deemed a breach the terms of this sentence unless such action would constitute a breach Agreement, and except as contemplated by this Agreement or provided in Part 5.2 of such other provision.the Parent Disclosure Letter, without the prior written consent of 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 Effective Time, Parent shall not do any of the following and shall not permit its subsidiaries to do any of the following: