Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. From the date of this Agreement to the Closing Date, (a) 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 the Ancillary Agreements, the representations and warranties of the Ceding Companies and HealthMarkets contained in Article III and Article IV hereof shall continue to be true and correct in all material respects on and as of the 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 such a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary Agreements, the representations and warranties of the Reinsurer contained in Article V hereof shall continue to be true and correct in all material respects 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, 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 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 connection with any breach of any 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 a right of termination under Article XI if the underlying breach or breaches with respect to which the 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 ability of such non-breaching Party to terminate this Agreement under Article XI, as the case may be.

Conduct Pending Closing. From the date of this Agreement and until the Closing, the Shareholders shall cause VCI to carry on its business diligently and substantially in the Closing Datemanner as heretofore conducted. The Shareholders shall not permit VCI to enter into any contract or commitment or to engage in any 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 present key employees, and their relationships with customers, suppliers and others having business relations with VCI. Furthermore, and without limiting the scope of the foregoing, the Shareholders (in their capacity as shareholders, directors and officers of VCI) shall: (a) not permit VCI to make any capital expendi- tures, or commitments with respect thereto (including, without limitation, capital leases), other than capital expenditures or commitments not in excess of $50,000 in the Ceding Companies and HealthMarkets shall use their best efforts aggregate, (b) not permit VCI to conduct their affairs in such amend its charter documents, 28 (c) not take any action which would cause a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary Agreements, breach of any of the representations and warranties of made by the Ceding Companies and HealthMarkets contained Shareholders in Article III and Article IV hereof shall continue to be true and correct in all material respects on and as of the 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 such a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary Agreements, the representations and warranties of the Reinsurer contained in Article V hereof shall continue to be true and correct in all material respects 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 take any event, condition or circumstance which, if existing or known on the date hereof, action which 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 make any of the representations Representations or Warranties untrue if made at the time of such party contained herein untrue in any material respect; and Closing, (d) the Reinsurer shall notify the Ceding Companies and HealthMarkets promptly not permit VCI to declare or pay any dividend on, or make any distribution in respect of, its capital stock, or directly or indirectly redeem, purchase, or other- wise acquire any of its capital stock or issue any stock rights, warrants or options, (e) not permit VCI to make any pre-payments in respect of any eventCompany liability. Company will discharge its obligations when due, condition or circumstance which, if existing or known on (f) require VCI to take all corporate and other action necessary to consummate the date hereof, would have been transaction contemplated hereby and will obtain all corporate and similar consents and approvals required to be set forth enable it to carry out the transactions contemplated in any schedule this Agreement. (g) not permit VCI to do, or disclosed pursuant agree to this Agreement or of any fact which, if existing or known on the date hereof, would have made do any of the representations following acts: (i) grant any increase in salaries payable or to become payable by either of the Reinsurer contained herein untrue in them, to any material respect. No such information shall impact officer, employee, sales agent, or representative, (ii) increase benefits payable to any representation officer, employee, sales agent, or warranty of the party disclosing such information in connection with representative under any breach of bonus or pension plan or other contract or commitment, or (iii) modify any 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 a right of termination under Article XI if the underlying breach or breaches with respect to which the 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 ability of such non-breaching Party to terminate this Agreement under Article XI, as the case may be.collective 29

Conduct Pending Closing. From the date of this Agreement to the Closing Date, (a) Seller shall, and shall cause the Ceding Companies and HealthMarkets shall to, use their best efforts to conduct their affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary AgreementsAgreement, the representations and warranties of the Ceding Companies and HealthMarkets contained in Article III and Article IV hereof shall continue to be true and correct in all material respects on and as of the 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 such a manner so that, except as otherwise contemplated or permitted by this Agreement or the Ancillary Agreements, the representations and warranties of the Reinsurer Seller contained in Article V hereof shall continue to be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing DateDate (unless such representations and warranties relate to a specified date); (b) Purchaser shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties of Purchaser contained in Article VI hereof shall continue to be true and correct in all material respects 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) the Ceding Companies and HealthMarkets Seller shall notify the Reinsurer Purchaser 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 such party contained herein untrue in any material respect; and (d) the Reinsurer Purchaser shall notify the Ceding Companies and HealthMarkets 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 the Reinsurer Purchaser contained herein untrue in any material respect. No such information shall impact any representation or warranty of the party disclosing such information in connection with any breach of any representation or warranty; provided that a breach of this Section 6.9 7.5 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VII VIII or give rise to a right of termination under Article XI IV if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VII VIII or would not result in the ability of such non-breaching Party to terminate this Agreement under Article XIIV, as the case may be.

Conduct Pending Closing. From Subsequent to the date execution of this Agreement to by Buyer, and pending closing of title and/or Buyer’s earlier cancellation, or default, Seller: (1) shall not execute or modify any Leases, or extensions or renewals of Leases other than month-to-month Leases in the Closing Dateordinary course of business, (a) without the Ceding Companies and HealthMarkets shall use their best efforts to conduct their affairs in such a manner so thatprior written consent of Buyer, except as otherwise contemplated or permitted required by this Agreement or the Ancillary Agreements, the representations and warranties terms of the Ceding Companies and HealthMarkets contained Leases currently in Article III and Article IV hereof shall continue to be true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Dateeffect; (b2) shall not execute or modify any Contracts, Permits or Warranties, or extensions or renewals of Contracts, Permits or Warranties, without the Reinsurer shall use its best efforts to conduct its affairs in such a manner so thatprior written consent of Buyer, except as otherwise contemplated or permitted required by this Agreement or the Ancillary Agreements, the representations and warranties terms of the Reinsurer contained Contracts, Permits or Warranties currently in Article V hereof effect; (3) shall continue to be true and correct make no material changes in all material respects on and as the physical condition of the Closing Date as if made on and as Property without the prior written consent of the Closing DateBuyer; (c4) shall not modify the Ceding Companies and HealthMarkets shall notify the Reinsurer 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 such party contained herein untrue Intangibles in any material respect; (5) shall maintain any insurance coverage relating to the Property that is currently maintained by Seller, in the amounts and coverages currently in effect; (d6) the Reinsurer shall notify the Ceding Companies and HealthMarkets promptly not dispose of any eventinterest in the Property and shall not mortgage, condition pledge, or circumstance which, if existing subject to lien or known on other encumbrances any interest in the date hereof, would have been required Property; (7) shall not seek or consent to be set forth in any schedule zoning or disclosed pursuant to this Agreement or of any fact which, if existing or known on other change affecting the date hereof, would have made any use of the representations Real Estate or seek or consent to any re-platting of the Reinsurer contained herein untrue in Real Estate or any material respect. No such information shall impact any representation or warranty amendment of the party disclosing such information in connection with any breach of any representation or warrantyexisting plat; provided that a breach of this Section 6.9 (8) shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VII or give rise pay, prior to a right of termination under Article XI if the underlying breach or breaches delinquency, all property taxes, insurance premiums, utility charges and other obligations which become due and payable with respect to the Property or the Business; (9) shall promptly advise Buyer of the commencement of any litigation by or against Seller pertaining to the Property; (10) shall manage the Property in substantially the same manner in which it was managed prior to the other party failed to give notice would Seller’s execution of this Agreement; (11) shall not result remove any material Tangible Personal Property used in the failure operation of the closing conditions set forth 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 change in Article VII or would not result fact that make the representations in the ability of such non-breaching Party to terminate this Agreement under Article XI, as the case may beSection 12(d) untrue.

Conduct Pending Closing. From Prior to consummation of the date Transactions or the termination or expiration of this Agreement pursuant to its terms, unless Purchaser shall otherwise consent in writing, and except (i) for actions which are required by Law, (ii) for reasonable actions taken in connection with any emergency force majeure event and promptly disclosed in writing to 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: Operate and maintain the Project, or cause the Project to be operated and maintained, 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, (ii) preclude Seller from paying, prepaying or otherwise satisfying any liability which, if outstanding as of the Closing Date, would be an Assumed Liability or an Excluded Liability, (aiii) the Ceding Companies and HealthMarkets shall use their best efforts preclude Seller from incurring any liabilities or obligations to conduct their affairs any third party in connection with obtaining such a manner so that, except as otherwise Party's consent to any transaction contemplated or permitted by this Agreement or the Ancillary AgreementsAgreements provided such liabilities and obligations incurred under this clause (iii) shall be Excluded Liabilities or (iv) preclude Seller from instituting, the representations and warranties of the Ceding Companies and HealthMarkets contained participating in Article III and Article IV hereof shall continue or completing any program designed to be true and correct in all material respects on and as of the 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 such a manner so that, except as otherwise contemplated promote compliance or permitted by this Agreement comply with applicable Laws or the Ancillary Agreements, the representations and warranties of the Reinsurer contained in Article V hereof shall continue to be true and correct in all material respects 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, 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 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 connection with any breach of any 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 a right of termination under Article XI if the underlying breach or breaches Good Utility Practices with respect to which the other party failed Project or Purchased Assets or (v) obligate Seller to give notice would not result acquiesce in any reduction in the failure of the closing conditions set forth in Article VII or would not result in the ability of such non-breaching Party to terminate this Agreement under Article XI, as the case may bePurchase Price.