Common use of Without limiting Section 5 Clause in Contracts

Without limiting Section 5. 5(a), except (i) as set forth on Schedule 5.5(b), (ii) as permitted by this Agreement, (iii) as permitted by the Organizational Documents of the Sale Entities, or (iv) with the express written approval of Buyer, such approval not to be unreasonably withheld, from the Effective Date until the earlier of Closing or termination of this Agreement, Seller shall cause each Sale Entity not to: (i) transfer any of the Class B Interests to any Person or create any Lien upon the Class B Interests; (ii) issue, grant, deliver or sell or authorize or propose to issue, grant, deliver or sell, or purchase or propose to purchase, any of its equity securities (other than the sale and delivery of the Class B Interests pursuant to this Agreement), options, warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, obligating it to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of its equity securities; (iii) take any action or enter into any commitment with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization, or other winding up of business or operations; (iv) merge any Sale Entity into or with any other Person or consolidate any Sale Entity with any other Person; (v) (A) make, revoke or modify any material Tax election of any Sale Entity, (B) settle, concede, or compromise any material Tax liability of any Sale Entity, (C) change or otherwise alter the fiscal year, any matter related to Tax accounting, or any method of Tax accounting of any Sale Entity, (D) file any amended Tax Return of any Sale Entity, (E) enter into any closing agreement in which any Sale Entity is a party, (F) enter into any voluntary disclosure agreement or program with any Governmental Authority relating to any Sale Entity, (G) settle, compromise, concede, or abandon any material Tax claim or assessment relating to any Sale Entity, (H) surrender any right to claim a refund of material Taxes relating to any Sale Entity, (I) consent to any extension or waiver of the limitation period applicable to any Tax, Tax claim, or Tax assessment relating to any Sale Entity outside the ordinary course of business, (J) file any Tax Return of any Sale Entity (other than a Tax Return (I) that is prepared in accordance with past practice and custom of the Sale Entities and (II) that is in accordance with the provisions of this Agreement), or (K) change the tax residency or tax classification of any Sale Entity; or (vi) agree to enter into any Contract or otherwise make any commitment to do any of the foregoing in this Section 5.5. Notwithstanding the foregoing, Seller may permit any of the Sale Entities to take commercially reasonable actions with respect to emergency situations so long as Seller shall, upon receipt of notice of any such actions, promptly inform Buyer of any such actions taken outside the ordinary course of business.

Without limiting Section 5. 5(a04(a), except except: (i) as set forth on Schedule 5.5(b), 5.04(b) of the Disclosure Schedules; (ii) as permitted by this Agreementwould not be reasonably likely to cause a Major Project Change (with respect to clauses (F), (iiiG), (I), and (N) as permitted by the Organizational Documents of the Sale Entities, this Section 5.04(b) only); or (iviii) with the express written approval of BuyerPurchaser, such approval not to be unreasonably withheldwithheld or delayed, from during the Effective Date until the earlier of Closing or termination of this AgreementInterim Period, Seller shall cause each Sale Entity Acquired Company not to: (iA) transfer any of the Class B Acquired Interests to any Person or create or suffer to exist any Lien upon the Class B InterestsAcquired Interests other than the Permitted Equity Encumbrances; (iiB) issue, grant, deliver or sell or authorize or propose to issue, grant, deliver or sell, or purchase or propose to purchase, any of its equity securities (other than the sale and delivery of the Class B Acquired Interests pursuant to this AgreementAgreement and the issuance of membership interests in TE HoldCo pursuant to the Tax Equity ECCA), options, warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, obligating it to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of its equity securitiessecurities (other than this Agreement and the Tax Equity ECCA); (iiiC) declare, set aside or pay any dividends on or make any other distributions in respect of the Acquired Interests, or combine, split or reclassify any of the Acquired Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any of the Acquired Interests, other than distributions to Seller of any loan proceeds received under the Financing Agreement (in accordance therewith) or any other amounts described in Section 2.05; (D) take any action or enter into any commitment with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization, reorganization or other winding up of business or operations; (ivE) open or establish any new accounts with financial institutions, other than as required by the Financing Documents or the Tax Equity Agreements; (F) make any material change in its business or operations, except such changes as may be required to comply with any applicable Law; (G) make any material capital expenditures (or enter into any Contracts in respect of material capital expenditures) other than as contemplated by the Company Contracts or the Tax Equity Agreements; (H) merge Company or any Sale Entity Acquired Company into or with any other Person or consolidate Company or any Sale Entity Acquired Company with any other Person; (vI) enter into any Contract for the purchase of real property or any interests therein, other than as contemplated by the Tax Equity Agreements; (AJ) makeacquire, revoke or enter into any Contract for any acquisitions (by merger, consolidation, or acquisition of stock or assets or any other business combination), of any Person or business or any division thereof, other than as contemplated by the Tax Equity Agreements; (K) sell, lease (as lessor), transfer or otherwise dispose of (including any transfers to any of its Affiliates), or mortgage or pledge, or impose or suffer to be imposed any Lien on, any of its assets or properties, other than: (1) inventory and personal property sold or otherwise disposed of in the ordinary course of business; (2) Permitted Liens; or (3) as contemplated by the Financing Documents or the Tax Equity Agreements; (L) create, incur, assume or guarantee, or agree to create, incur, assume or guarantee, any Indebtedness for borrowed money, or enter into any “keep well” or other agreement to maintain the financial condition of another Person or into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13), other than any Indebtedness arising from the Financing Agreement or any of the Financing Documents; (M) make any loans or advances to any Person (other than another Acquired Company), except in the ordinary course of business consistent with past practice; (N) except for the execution of the Tax Equity Agreements, enter into any Contract that would constitute a Company Contract or amend, modify, grant a waiver in respect of, cancel or consent to the termination of any Company Contract other than any amendment, modification or waiver which is not material to such Company Contract and is otherwise in the ordinary course of business; (O) enter into or adversely amend, modify or waive any rights under, in each case, in any material respect, any material Contract (or series of related Contracts) with Seller or any Affiliate of Seller other than the entry into or amendment, modification, or waiver of any such Contracts on an arms’ length basis which are not in the aggregate materially adverse to the business of Target Company or any Acquired Company; (P) make any material change in accounting policies or practices (including any change in depreciation or amortization policies) of Company or any Acquired Company, except as required under GAAP or if such change would not have a material adverse effect on Purchaser, or revalue any of the Target Company’s or any Acquired Company’s assets; (Q) in each case, except as required by any Tax Equity Document, make or change any material Tax election of election, change an annual accounting period, adopt or change any Sale Entityaccounting method with respect to Taxes, (B) settle, concedefile any material amended Tax Return, or compromise any material Tax liability of any Sale Entity, (C) change or otherwise alter the fiscal year, any matter related to Tax accounting, or any method of Tax accounting of any Sale Entity, (D) file any amended Tax Return of any Sale Entity, (E) enter into any closing agreement (as described in which Section 7121 of the Code), settle or compromise any Sale Entity is a party, (F) enter into any voluntary disclosure agreement or program proceeding with any Governmental Authority relating respect to any Sale Entity, (G) settle, compromise, concede, or abandon any material Tax claim or assessment relating to any Sale Entityassessment, (H) surrender any right to claim a material refund of material Taxes relating to any Sale EntityTaxes, (I) consent to any extension or waiver of the limitation period applicable to any Tax, material Tax claim, claim or Tax assessment relating to the Target Company or any Sale Entity outside other Acquired Company; (R) pay, discharge, settle or satisfy any claims, liabilities or obligations prior to the same being due in excess of $50,000 in the aggregate other than as due and payable in the ordinary course of businessunder material Contracts; (S) hire any employees or adopt any Employee Plans; (T) except as contemplated pursuant to the Tax Equity Agreements, enter into any joint venture; (JU) file any Tax Return of any Sale Entity (other than a Tax Return (I) that is prepared fail to maintain insurance coverage substantially equivalent to its insurance coverage as in accordance with past practice and custom of effect on the Sale Entities and (II) that is in accordance with the provisions of this Agreement), or (K) change the tax residency or tax classification of any Sale Entitydate hereof; or (viV) agree to enter into any Contract or otherwise make any commitment to do any of the foregoing in this Section 5.5. Notwithstanding the foregoing, Seller may permit any of the Sale Entities to take commercially reasonable actions with respect to emergency situations so long as Seller shall, upon receipt of notice of any such actions, promptly inform Buyer of any such actions taken outside the ordinary course of business5.04.