Common use of Conduct of Business by the Company Pending the Merger Clause in Contracts

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (i) as may be required by Law, (ii) as may be agreed to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly permitted by this Agreement, (iv) except as may be required pursuant to the Spin-Off Agreements or (v) as set forth in Section 6.1 of the Company Disclosure Schedule, the business of the Company and its subsidiaries, other than CPEX (which shall not be restricted by this Section 6.1, but solely to the extent that an action set forth below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not (and, as applicable, shall cause its subsidiaries not to):

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to in accordance with Section 8.1, except (i) as may be required by Law, (ii) as may be agreed consented to in writing by Buyer Parent (including via e-mail from one of the Parent notice individuals listed in Section 9.2) (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be expressly permitted by required in accordance with this Agreement, (iv) except as may be required pursuant to Agreement or the Spin-Off Agreements or Agreements, (viv) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter or (v) in connection with the COVID-19 pandemic, to the extent reasonably necessary (A) to protect the health and safety of the Company’s or the Company Subsidiaries’ employees, (B) to respond to third-party supply or service disruptions caused by the COVID-19 pandemic or (C) as required by any applicable Law, directive or guideline from any Governmental Authority arising out of, or otherwise related to, the COVID-19 pandemic (including any response to COVID-19), the Company will, and will cause the Company Subsidiaries to conduct in all material respects the business of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its subsidiariesmaterial assets and business organization intact in all material respects and maintain its material existing business relations and goodwill; provided, other than CPEX (which shall not that the Company and the Company Subsidiaries will be restricted by pursuant to this Section 6.1, but 5.1 with respect to the SpinCo Assets or SpinCo Liabilities solely to the extent that an action set forth above or below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect or the Company Subsidiaries with respect to the Spin-Off and SpinCo Assets or SpinCo Liabilities would not reasonably be expected to prevent adversely affect the Company, the RemainCo Subsidiaries or the CGRP Business or Parent, as the owner and operator thereof following the Effective Time, in each case in any material respect, or would reasonably be expected to prevent, impede or materially delay the consummation of the transactions hereundercontemplated by this Agreement or the Spin-Off Agreements (the “Spin-Off Carveout”), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not (and, as applicable, shall cause its subsidiaries not to):.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.18.1 (the “Interim Period”), except (ia) as may be required by Law, (iib) as may be agreed to in writing by Buyer Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iiic) as may be expressly contemplated or permitted by pursuant to this Agreement, (iv) except as may be required pursuant to the Spin-Off Agreements or (vd) as set forth in Section 6.1 of the Company Disclosure ScheduleLetter or (e) as reasonably required to comply with, establish or implement COVID-19 Measures: (x) the Company shall, and shall cause its Subsidiaries to, conduct the business of the Company and its subsidiariesSubsidiaries, other than CPEX (which shall not be restricted by this Section 6.1as applicable, but solely to the extent that an action set forth below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, business and in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable best efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve intact its business organization intact and maintain its existing relations and goodwill with customersorganization, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental licenses and permits necessary required to carry on its business, maintain in effect any exemptive orders or exemptive relief which it has received from the current operation SEC and which are currently in effect and preserve its material business relationships (provided that (1) no action by the Company or its Subsidiaries with respect to any of the business matters specifically addressed by any other provisions of this Section 6.1 will be deemed a breach of this clause (x), unless such action would constitute a breach of one or more of such other provisions, (2) the failure by the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in Subsidiaries to take any action prohibited by clauses (ia) through (ivm) abovebelow will not be deemed to be a breach of this clause (x), and (3) acquisitions and dispositions of investments in Company Portfolio Companies in accordance with the Company’s investment objectives, policies, and restrictions in effect as of the date hereof will not be deemed to be a breach of this clause (x)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to (andprovided that, as applicablenotwithstanding anything in this Agreement to the contrary, none of the Company or its Subsidiaries shall cause its subsidiaries not tobe restricted or encumbered from taking any action, or be required or permitted to take any action, if such restriction, encumbrance, requirement or permission would contravene any provision of the Existing Credit Facility or any related loan documents or any provision of the Existing Notes or the Existing Notes Indenture):

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as (iw) as may be required by LawLaw or the COVID Measures, (iix) as may be agreed consented to in writing by Buyer the Acquiring Parties (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iiiy) as may be expressly permitted by this Agreement, (iv) except as may be required pursuant to the Spin-Off Agreements this Agreement (including, for clarity, any actions or inactions expressly contemplated by Section 6.10) or (vz) set forth in Section 6.1(a) of the Company Disclosure Letter, the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice, and to the extent consistent therewith, the Company shall use its reasonable best efforts to (A) preserve in all material respects its present lines of business and business organization and its relationships with key customers, suppliers and other Persons with which it has material business relations, (B) cooperate with the Acquiring Parties to keep available the services of its current officers and CEO Direct Reports (and to promptly notify the Acquiring Parties of the departure of any such officers or CEO Direct Reports), except with respect to any termination for cause and (C) maintain the rights of the Company and its Subsidiaries under the Company Permits and the Company Material Contracts. Without limiting the generality of the foregoing, except as (w) required by Law or contractual obligations under Material Contracts in effect as of the date hereof or any Contract entered into with the written consent of the Acquiring Parties after the date hereof, (x) consented to in writing by the Acquiring Parties (in the case of clauses, (a)(ii) and (e) through (y), which consent shall not be unreasonably withheld, conditioned or delayed and in the case of clauses (a)(i), (b), (c) and (d), may be withheld in the Acquiring Parties’ sole discretion), (y) expressly required pursuant to this Agreement (including, for clarity, any actions or inactions expressly contemplated by Section 6.10) or expressly requested by the Acquiring Parties in connection with the Arriver/Non-Arriver Separation Planning or (z) set forth in Section 6.1 of the Company Disclosure Schedule, the business of the Company and its subsidiaries, other than CPEX (which shall not be restricted by this Section 6.1, but solely to the extent that an action set forth below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) aboveLetter, the Company shall not, and shall not (and, as applicable, shall cause permit any of its subsidiaries not Subsidiaries to)::

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.17.1 (Termination), except as (ia) as may be required by Law, (iib) as the Company determines in good faith may be agreed necessary or advisable in accordance with the COVID Measures or otherwise in response to COVID-19 or any other pandemic, epidemic or disease outbreak (provided that, in connection with any such action taken or omitted to be taken in accordance with this clause (b), the Company shall promptly notify in writing Parent prior to the taking of or omitting to take such action and reasonably consult with Parent as to any such action (or omission) and take into consideration the reasonable concerns of Parent and consider in good faith the reasonable suggestions of Parent with respect to such action (or omission)), (c) may be consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, (iiid) as may be expressly required, contemplated or permitted by this Agreement, (iv) except as may be required pursuant to the Spin-Off Agreements this Agreement or (ve) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, (x) the Company shall (i) use its reasonable best efforts to conduct the business of the Company and its subsidiaries, other than CPEX (which shall not be restricted by this Section 6.1, but solely to the extent that an action set forth below taken (Subsidiaries in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner business consistent with past practice and, in all material respects, in compliance with applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, (ii) use its reasonable best efforts to preserve in all material respects and in compliance its present relationships with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with key customers, supplierssuppliers and other Persons with which it has material business relations (provided, distributorshowever, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business that no action by the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not (andSubsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)), and (iii) use its reasonable best efforts to, and shall cause its subsidiaries Subsidiaries to use their reasonable best efforts to, continue to maintain, in all material respects, its material assets, properties, rights and operations in accordance with present practice; and (y) the Company shall not, and shall not permit any of its Subsidiaries to)::

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.17.1 (Termination), except as (ia) as may be required by Law, (iib) as the Company determines in good faith may be agreed necessary or advisable in accordance with the COVID Measures or otherwise in response to COVID-19 or any other pandemic, epidemic or disease outbreak (provided that, in connection with any such action taken or omitted to be taken in accordance with this clause (b), the Company shall promptly notify in writing Parent prior to the taking of or omitting to take such action and reasonably consult with Parent as to any such action (or omission) and take into consideration the reasonable concerns of Parent and consider in good faith the reasonable suggestions of Parent with respect to such action (or omission)), (c) may be consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, (iiid) as may be expressly required, contemplated or permitted by pursuant to this Agreement, (ive) except as may be required pursuant to the Spin-Off Agreements or (v) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter, (x) the Company shall (i) use its reasonable best efforts to conduct the business of the Company and its subsidiaries, other than CPEX (which shall not be restricted by this Section 6.1, but solely to the extent that an action set forth below taken (Subsidiaries in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner business consistent with past practice and, in all material respects, in compliance with applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, (ii) use its reasonable best efforts to preserve in all material respects and in compliance its present relationships with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with key customers, supplierssuppliers and other Persons with which it has material business relations (provided, distributorshowever, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business that no action by the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not (andSubsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)), and (iii) use its reasonable best efforts to, and shall cause its subsidiaries Subsidiaries to use their reasonable best efforts to, continue to maintain, in all material respects, its material assets, properties, rights and operations in accordance with present practice; and (y) the Company shall not, and shall not permit any of its Subsidiaries to)::

Conduct of Business by the Company Pending the Merger. (a) The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to in accordance with Section 8.1, except (i) as may be required by Law, (ii) as may be agreed consented to in writing by Buyer Parent (including via e-mail from one of the Parent notice individuals listed in Section 9.2) (which consent shall will not be unreasonably withheld, delayed conditioned or conditioned), delayed) or (iii) as may be required in accordance with, or otherwise expressly permitted by contemplated by, this Agreement, (iv) except as may be required pursuant to Agreement or the Spin-Off Agreements or Agreements, (viv) as set forth in Section 6.1 5.1 of the Company Disclosure ScheduleLetter or (v) in connection with the COVID-19 pandemic, to the extent reasonably necessary (A) to protect the health and safety of the Company’s or the Company Subsidiaries’ employees, (B) to respond to third-party supply or service disruptions caused by the COVID-19 pandemic, (C) as required by any applicable Law, directive or guideline from any Governmental Authority arising out of, or otherwise related to, the COVID-19 pandemic (including any response to COVID-19), the Company will, and will cause the Company Subsidiaries to use reasonable best efforts to conduct in all material respects the business of the Company and the Company Subsidiaries, including the 101 Business, in the ordinary course of business and, to the extent consistent therewith, use reasonable best efforts to preserve its subsidiariesmaterial assets and business organization intact in all material respects and maintain its material existing business relations and goodwill; provided, other than CPEX (which shall not that the Company and the Company Subsidiaries will be restricted by pursuant to this Section 6.1, but 5.1 with respect to the SpinCo Assets or SpinCo Liabilities solely to the extent that an action set forth above or below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect or the Company Subsidiaries with respect to the Spin-Off and SpinCo Assets or SpinCo Liabilities would not reasonably be expected to prevent adversely affect the Company, the RemainCo Subsidiaries, the 101 Business, Parent, as the owner and operator thereof following the Effective Time, or SpinCo and its business following the Effective Time, in each case in any material respect, or would reasonably be expected to prevent, impede or materially delay the consummation of the transactions hereundercontemplated by this Agreement or the Spin-Off Agreements (the “Spin-Off Carveout”); provided, shall be conducted only infurther, and such entities shall not take any that no action except in, the ordinary and usual course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business by the Company or any of its subsidiaries. The Company agrees Subsidiaries with Buyer that, except as set forth in clauses (irespect to matters specifically addressed by any provision of Section 5.1(b) through (ivshall be deemed a breach of this Section 5.1(a) above, the Company shall not (and, as applicable, shall cause its subsidiaries not to):unless such action would constitute a breach of such other provision.

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between until the date earlier of the Effective Time and the termination of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1Article VII, except as (i) as may be required by Lawset forth on Schedule 4.1 of the Company Disclosure Schedule, (ii) explicitly permitted or required by this Agreement, (iii) required by Law or situations wherein emergency action is taken in the face of a risk to life or a material risk to property, the environment and/or Oil and Gas Lease termination or (iv) as may be agreed consented to by Parent in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall and shall cause each of its Subsidiaries to (iii1) as may conduct its businesses in the Ordinary Course of Business, including using its use commercially reasonable efforts to preserve intact its present business organization, retain its officers and key employees, and preserve its relationships with its customers and suppliers and other Persons having significant business dealings with it, in each case, to the end that its goodwill and ongoing business shall not be expressly permitted by this Agreementimpaired in any material respect, (iv2) comply with all applicable Laws, except where the failure so to comply would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect and (3) not voluntarily resign, transfer or relinquish any right as operator of any of their Oil and Gas Properties. Without limiting the generality of the foregoing, the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VII, except as may be required pursuant to the Spin-Off Agreements or (vi) as set forth in Section 6.1 on Schedule 4.1 of the Company Disclosure Schedule, (ii) explicitly permitted or required by this Agreement, (iii) required by Law or situations wherein emergency action is taken in the business face of a risk to life or a material risk to property, the Company environment and/or Oil and its subsidiaries, other than CPEX Gas Lease termination or (iv) as consented to by Parent in writing (which consent shall not be restricted by this Section 6.1unreasonably withheld, but solely to the extent that an action set forth below taken (in the case of negative covenants) delayed or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunderconditioned), shall be conducted only in, and such entities shall not take any action except in, the ordinary and usual course of business, in a manner consistent with past practice in all material respects and in compliance with all applicable Laws in all material respects and, to the extent consistent therewith, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not, and shall not (and, as applicable, shall cause permit its subsidiaries not Subsidiaries to)::

Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.18.1 (the “Pre-Closing Period”), except as (ia) as may be required by Law, any Governmental Authority or the rules or regulations of NASDAQ, (iib) as the Company determines, in its reasonable discretion, may be agreed necessary or advisable in accordance with the COVID-19 Measures or otherwise in response to the health and safety consequences of COVID-19 or any other pandemic, epidemic or disease outbreak (provided that, in connection with any such action taken in accordance with this clause (b), the Company shall promptly notify in writing Parent prior to the taking of any such action, and to the extent any such action would otherwise require the written consent of Parent pursuant to clause (v), the Company shall, to the extent reasonably practicable, consult with Parent as to any such action and take into consideration the reasonable concerns of Parent and consider in good faith the reasonable suggestions of Parent with respect to such action), (c) may be consented to in writing (email being sufficient) by Buyer Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iiid) as may be expressly required, contemplated or permitted by this Agreement, (iv) except as may be required pursuant to the Spin-Off Agreements this Agreement or (ve) as set forth in Section 6.1 of the Company Disclosure ScheduleLetter, the business of (i) the Company and its subsidiaries, other than CPEX (which shall not be restricted by this Section 6.1, but solely to the extent that an action set forth below taken (in the case of negative covenants) or not taken (in the case of affirmative covenants) by CPEX would not have any adverse impact on the Company after giving effect to the Spin-Off and would not reasonably be expected to prevent or materially delay the consummation of the transactions hereunder), shall be conducted only inwill, and such entities shall not take any action except inwill cause each of its Subsidiaries to, the ordinary and usual course of business, in a manner consistent with past practice use commercially reasonable efforts to conduct its operations over which it has control in all material respects in the ordinary course of business; (ii) use its commercially reasonable efforts to, and in compliance with all applicable Laws shall cause its Subsidiaries to use their commercially reasonable efforts to, preserve intact its business in all material respects and(provided, to the extent consistent therewithhowever, each of the Company and its subsidiaries shall use their respective commercially reasonable efforts to (x) subject to prudent management of workforce needs and ongoing programs currently in force, preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates, (y) maintain and keep material properties and assets in good repair and condition, subject to ordinary course wear and tear, and (z) maintain in effect all material governmental permits necessary to the current operation of the business that no action by the Company or any of its subsidiaries. The Company agrees with Buyer that, except as set forth in clauses (i) through (iv) above, the Company shall not (andSubsidiaries, as applicable, with respect to matters specifically addressed by any provision of clause (v) shall be deemed a breach of this clause (ii) unless such action would constitute a breach of such provision of clause (v)); (iii) in connection with customary integration planning, use its reasonable best efforts to cooperate with Parent and its representatives to identify any Contracts, including any Contracts with suppliers or Company Leases, that will not be necessary (in the sole discretion of Parent) following the Closing (provided, that any termination or other modification of such Contracts shall not occur until the Closing); (iv) use its commercially reasonable efforts to, and shall cause its subsidiaries Subsidiaries to use their commercially reasonable efforts to, continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice; and (v) the Company shall not, and shall not permit any of its Subsidiaries to)::