Common use of Without limiting the generality of Section Clause in Contracts

Without limiting the generality of Section. 6.1(a) and, except as contemplated in this Agreement or as described in Schedule 6.1(a), or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer (such consent not to be unreasonably withheld), Seller shall not: (i) Make any material change in the levels of Inventories customarily maintained by Seller with respect to the Business, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (except for Inventories used, consumed or replaced in the ordinary course of business consistent with past practices of Seller or with Good Utility Practices) other than to encumber any such Asset with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate, prior to the respective expiration date of any of the Assigned Agreements or Real Property Leases or any of the Permits or Environmental Permits with respect to such Assets in any material respect, other than (A) in the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel for the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA or (D) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the Business; and (vii) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (vi).

Without limiting the generality of Section. 6.1(a) and, except as contemplated in this Agreement or as described in Schedule 6.1(a), or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without the prior written consent of Buyer (such consent not to be unreasonably withheld), Seller shall not: (i) Make any material change in the levels of Inventories customarily maintained by Seller with respect to the Business, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (except for Inventories used, consumed or replaced in the ordinary course of business consistent with past practices of Seller or with Good Utility Practices) other than to encumber any such Asset with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate, prior to the respective expiration date of any of the Assigned Agreements or Real Property Leases or any of the Permits or Environmental Permits with respect to such Assets in any material respect, other than (A) in the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel for the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA CBA(s) or (D) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the Business; and (vii) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (vi).

Without limiting the generality of Section. 6.1(a) and4.1(1), except as contemplated in the Company covenants and agrees that, during the period from the date of this Agreement or as described until the earlier of the Effective Time and the time that this Agreement is terminated in Schedule 6.1(a)accordance with its terms, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without except: (i) with the prior written consent of Buyer (the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law; (iv) as required to comply with any COVID-19 Measures; or (v) as disclosed in Section 4.1(2) of the Company Disclosure Letter, the Company shall not, and shall not permit the Subsidiary to, directly or indirectly: (a) amend its Constating Documents; (b) split, combine or reclassify any shares of the Company or of the Subsidiary; (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Company or the Subsidiary, except for: (i) the acquisition of shares of capital stock of the Subsidiary by the Company; or (ii) pursuant to the cashless exercise of Company Options or the forfeiture or withholding of Taxes with respect to currently outstanding Company Options, DSUs, or RSUs, in each case in accordance with the terms of such Company Options, DSUs or RSUs as of the date hereof; (d) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), Seller shall not:or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), or otherwise modify the terms of, any shares of capital stock or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or the Subsidiary, except for: (i) the issuance of Shares issuable upon the exercise of the currently outstanding Company Options or settlement of the currently outstanding DSUs, and/or RSUs, as applicable; (ii) the issuance of any shares of capital stock of the Subsidiary to the Company; or (iii) the issuance of Shares in the Ordinary Course under the Employee Plans (including, subject to Section 4.16, Shares to be issued in settlement of Company’s obligations under the Employee Share Purchase Plan) and as disclosed in Section 4.1(2)(d) of the Company Disclosure Letter or as required pursuant to obligations under the Employee Plans (including, subject to Section 4.16, Shares to be issued in connection with the settlement of Company’s obligations under the Employee Share Purchase Plan); (e) (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any other Person or any material equity interests therein, or any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of $250,000 and subject to a maximum of $500,000 for all such transactions, other than procurement contracts entered into in the Ordinary Course or (B) enter into any joint venture, legal partnership, limited liability corporation or similar arrangement with any third Person; (f) sell, lease, hypothecate, licence, sell and lease back, mortgage, dispose of or otherwise transfer or encumber, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or the Subsidiary’s assets which have a value greater than $250,000 in the aggregate; (g) create or incur any Lien (other than Permitted Liens); (h) reorganize, amalgamate or merge the Company or the Subsidiary or otherwise enter into any agreement, understanding or arrangement with respect to the sale of voting or equity interests of the Company or the Subsidiary; (i) Make reduce the stated capital of any material securities of the Company or the Subsidiary; (j) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or the Subsidiary; (k) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any advance, capital contribution, loan, indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $250,000 in the aggregate for all such transactions other than (i) any advance, capital contribution, loan or indebtedness owing by the Subsidiary to the Company or by the Company to the Subsidiary; (ii) in connection with the refinancing of any advance, capital contribution, loan or indebtedness outstanding on the date hereof in the Ordinary Course; (iii) in connection with advances under the Company’s or the Subsidiary’s existing credit facilities in the Ordinary Course that are equal to or less than $500,000 in the aggregate; or (iv) the loan from the Purchaser Parties to the Company to pay the Transaction Expenses; (l) hire or terminate (other than for cause) any executive or officer or any employees, consultants or other independent contractors receiving salary or guaranteed compensation in excess of $150,000 per year; (m) enter into any swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments except in the Ordinary Course; (n) make any change in the levels Company’s accounting methods, principles, policies or practices or adopt new accounting methods, principles, policies or practices except in each case as required by concurrent changes in IFRS; (o) take any action inconsistent with past practice of Inventories customarily maintained by Seller the Company relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any material Taxes, make or rescind any material Tax election, information schedule, return or designation, amend, in any manner materially adverse to the Company or the Subsidiary, any Tax Return, enter into any material agreement with a Governmental Entity with respect to the BusinessTaxes, other than changes which are consistent with Good Utility Practices; (ii) Sellsurrender any right or claim a material Tax abatement, lease (as lessor)reduction, encumberdeduction, pledgeexemption, transfer credit or otherwise dispose ofrefund, any Asset (except for Inventories used, consumed or replaced in the ordinary course of business consistent with past practices of Seller or with Good Utility Practices) other than to encumber any such Asset with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate, prior consent to the respective expiration date extension or waiver of the limitation period applicable to any material Tax matter, settle or compromise (or offer to settle or compromise) any material Tax claim, assessment, reassessment or liability, or change or revoke any of the Assigned Agreements its methods of reporting income, deductions or Real Property Leases or any accounting in respect of the Permits or Environmental Permits with respect to such Assets a material amount of Taxes, except in any material respect, other than (A) in the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) each case as may be required by Law or is consistent with past practice of the Company; (p) make any “investment” (as defined for purposes of Section 212.3 of the Tax Act) in connection any corporation that is a “foreign affiliate” of the Company (as defined in the Tax Act) other than in the Ordinary Course and in no event in excess of $100,000 per month; (q) except in accordance with transferring Seller's rights the terms of any employment Contract in effect as of the date hereof, grant any general increase in the rate of wages, salaries and bonuses of Company Employees; (r) grant or obligations thereunder enter into any Contract with respect to Buyer pursuant change of control, severance, retention or termination payments with Company Employees, former officers, directors, independent contractors or consultants or grant any increase of benefits payable under the Company’s and the Subsidiary’s current change of control, severance, retention or termination pay arrangements, plans, policies or Contracts, other than with respect to termination of Company Employees in the Ordinary Course; (s) adopt any new material Employee Plan or material amendment or modification of an existing Employee Plan or pay any benefit not required by (or accelerate the time of payment, vesting or funding of, any payment becoming due under) any Employee Plan as in effect as of the date of this Agreement or accelerate any vesting under any Employee Plan or equity securities, including the acceleration of any stock options or awards; (t) enter into any agreement or arrangement that: (i) limits or otherwise restricts in any material respect the Company or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect the Company, the Purchaser and their respective affiliates from engaging in any line of business or carrying on business in any geographic area or competing in any manner; or (ii) limits or otherwise restricts in any material respect the scope of Persons to whom the Company or any successor thereto or, after the Effective Time, the Company, the Purchaser or any of their respective affiliates may sell or solicit products or services; (u) make or commit to make capital expenditures in excess of $250,000 individually or $500,000 in the aggregate; (v) enter into any Contract with an affiliate that is not the Subsidiary; (w) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $250,000 individually or $500,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement; (ivx) Except as otherwise provided hereinexcept in the Ordinary Course, amend or modify in any material respect or terminate or waive any material right under any Material Contract or Lease (including, for the avoidance of doubt, in connection with any non-competition, non-solicitation or other restrictive covenant in favour of the Company or the Subsidiary under any such Material Contract) or enter into any commitment for contract or agreement that would be a Material Contract or Lease if in effect on the purchase, sale, or transportation of fuel for the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000date hereof; (vy) Except except as otherwise provided hereincontemplated in Section 4.11, enter into amend, modify, terminate, cancel or let lapse any contractmaterial insurance (or re-insurance) policy of the Company or the Subsidiary in effect on the date of this Agreement, agreementunless simultaneously with such termination, commitment cancellation or arrangement lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for the Business that individually exceeds $250,000 or substantially similar premiums are in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days noticefull force and effect; (viz) Except as abandon or fail to diligently pursue any application or renewal for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations; (aa) waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligation of any Company Employee, former employee or current or former independent contractor; (bb) enter into or modify in any material respect any Related Party Agreement; (cc) sell, assign, lease, abandon, permit to lapse, dedicate to the public, convey title to, transfer, otherwise required dispose of or grant licences under (other than in the Ordinary Course) any material Intellectual Property owned by the terms of Company or the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA or (D) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the BusinessSubsidiary; andor (viidd) Except as otherwise provided hereinauthorize, enter into any written agree or oral contract, agreement, commitment or arrangement with respect resolve to do any of the proscribed transactions set forth in the foregoing paragraphs (i) through (vi)foregoing.

Without limiting the generality of Section. 6.1(a5.01(a) andhereof, except as contemplated in this Agreement or as described in Schedule 6.1(a), or as required under applicable law or by any Governmental Authority, prior to from the date hereof until the Closing Dateor the termination of this Agreement, without the prior written consent Seller will, and will cause the Company and each of Buyer (such consent not to be unreasonably withheld), Seller shall notits Subsidiaries to: (i) Make any continue to manage the servicing, collections and other operating practices of the Company in all material change in the levels of Inventories customarily maintained by Seller with respect to the Business, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (except for Inventories used, consumed or replaced respects in the ordinary course of business consistent with past practices of Seller or with Good Utility Practicespractice; (ii) other than use commercially reasonable efforts to encumber any such Asset with Permitted Encumbrancesmaintain and preserve intact its business organization, employees and advantageous business relationships; (iii) Modifyuse commercially reasonable efforts to continue in full force and effect without material modification the Company Insurance Policies; (iv) not take any action, amend or voluntarily terminateomit to take any action, prior that would reasonably be expected to the respective expiration date result in a breach or violation of any of the Assigned Agreements Company's or Real Property Leases the Seller's or the Parent's or Holdings' representations or covenants contained herein or the failure of any of the Permits conditions set forth in Article IX or Environmental Permits Article X hereof, or would otherwise reasonably be expected to adversely affect or materially delay the ability of either the Seller, the Parent, the Purchaser or Holdings to perform its covenants and agreements under this Agreement or to consummate the Transactions; (v) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions including, without limitation, using its commercially reasonable efforts in promptly making any filings and furnishing any information required in connection with all consents, approvals and authorizations, including, but not limited to, submissions of information required by Governmental Authorities; (vi) not securitize any assets or otherwise engage in any sale or other transfer of its material assets, or mortgage or pledge any assets or subject any material assets to any Encumbrance; (vii) not file any election under Treasury Regulation 301.7701-3 with respect to such Assets in any material respectthe Company or its Subsidiaries; (viii) with respect to separate state and local Tax returns of the Company and its Subsidiaries, other than not (A) change Tax accounting methods, principles or practices for Tax purposes (except insofar as may be required by a change in applicable Law), (B) make, revoke or amend any material Tax election, (C) enter into any settlement or compromise of any material Tax liability, (D) enter into any closing or other agreement with any taxing authority regarding material Taxes, (E) file or cause to be filed any amended Income Tax Return or other material Tax Return, (F) file or cause to be filed a claim for refund of Income Taxes or other material Taxes previously paid (other than claims for refund of sales and use Taxes filed in good faith in the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent business consistent with past practices practice), (G) agree to an extension of Seller a statute of limitations with respect to the assessment or Good Utility Practicesdetermination of Taxes, or (CH) grant any power of attorney with respect to Taxes; (ix) not accelerate the timing of any loss recognition; (x) not change in any material respect any credit or collection policy in effect as of October 31, 2004; (xi) not enter into, renew or terminate, or make any material payment not then required under, any material contract or agreement, other than entering into or renewing agreements in the ordinary course of business consistent with past practice that (w) do not contain any non-competition, non-solicitation or exclusive dealing agreements or other agreement or obligation which limit or restrict or purport to limit or restrict in any respect the ability of the Company or its Subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of the Business may be required conducted, (x) do not contain any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries (or, following consummation of the Transactions, the ability of Purchaser or any of its Affiliates) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, and (y) do not call for aggregate annual payments of $500,000 or more for any given agreement or series of related agreements and are not terminable on thirty (30) days or less notice without payment of any non-de minimis termination fee or penalty; (xii) not amend its articles of incorporation, bylaws or similar governing documents; (xiii) other than separation agreements entered into from time to time with persons who are not officers of the Company in the ordinary course of business consistent with past practice, not grant any specific bonus or equity compensation awards to, or increase the salaries or compensation payable to, officers, employees or independent contractors of the Company or the Subsidiaries, or make any change in its existing compensation, borrowing or lending arrangements for or on behalf of any of such Persons pursuant to any employee benefit plan or otherwise; not provide for or enter into any new or additional pension, retirement or other employee benefits or employment or severance agreement or arrangements, or increase any existing benefits; and not amend or modify any Benefit Plans; provided, however, that the foregoing shall not prohibit (i) immaterial changes to benefit plans made in the ordinary course consistent with past practice or (ii) salary increases in the ordinary course of business consistent with past practice; (xiv) other than (x) cash dividends from Subsidiaries of the Company to the Company and (y) cash dividends from the Company to the Seller the payment of which shall be reflected in the Preliminary Balance Sheet and the Closing Date Balance Sheet in accordance with the Agreed Upon Procedures and (z) any amounts due to Parent or the Parents' assignee in connection with transferring Seller's rights the Hedge Agreement, not declare, pay or obligations thereunder to Buyer pursuant to this Agreementset aside for payment any dividend or other distribution in respect of its capital stock, or redeem, sell or transfer, or purchase or otherwise acquire, directly or indirectly, any shares of capital stock or other securities; (ivxv) Except not settle any claim, action or proceeding against it, except for any claim, action or proceeding settled in the ordinary course of business for cash, which shall have been either paid in cash prior to the Closing or reflected as otherwise provided herein, enter into any commitment for a liability on the purchase, sale, or transportation of fuel for the Business having a term greater than six months Preliminary Balance Sheet and not terminable on or before the Closing Date either (A) automaticallyBalance Sheet, and which settlement does not impose any restrictions or (B) by option limitations on the ownership or operation of Seller (the Company or its Subsidiaries or, after the Closing, by Buyer) in Purchaser or its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hireAffiliates, or transfer any employees of or create precedent for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA or (D) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the Businessadditional adverse claims; and (viixvi) Except as otherwise provided hereinexcept for the Hedge Agreement, enter into any written agree or oral contractcommit, agreementwhether in writing or otherwise, commitment or arrangement with respect to take any of the proscribed transactions set forth actions described in the foregoing paragraphs clauses (i) through (vixv) of this Section 5.01(b).

Without limiting the generality of Section. 6.1(a) and2.1, except as contemplated in otherwise expressly permitted or required by this Agreement or as described in Schedule 6.1(a)Agreement, or as required under applicable law or consented to in writing by any Governmental Authoritythe other Party, prior to the Closing Date, without the prior written consent of Buyer (such consent not to be unreasonably withheld), Seller each Party shall not: (i) Make any material change in the levels of Inventories customarily maintained by Seller with respect to the Business, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (a. except for Inventories used, consumed or replaced in the ordinary course of business consistent with past practices of Seller or with Good Utility Practices) other than to encumber any such Asset with Permitted Encumbrances; (iii) Modifypractice, amend or voluntarily terminate, prior to the respective expiration date of any of the Assigned Agreements or Real Property Leases or any of the Permits or Environmental Permits with respect to such Assets in any material respect, other than (A) modify, terminate or fail to use commercially reasonable efforts to maintain in effect or renew any insurance contract or (B) enter into, modify, terminate or assign any other material agreement, arrangement or understanding, except for insurance and annuity contracts entered into in the ordinary course of business; b. change any of its accounting principles, to the extent consistent with the past practices, methods or policies, including, without limitation, its reserving methods, practices of Seller or Good Utility Practicesand policies, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) except as may be required as the result of a change in connection with transferring Seller's rights any Applicable Law; c. make or propose to make any change in the underwriting, pricing, claims, risk retention, actuarial, valuation, marketing, reinsurance, administration, or information technology and data privacy practices that it knows, or reasonably should know, at the time it makes or proposes to make such change, would have a Material Adverse Effect; d. take any action knowing that such action will, or is reasonably expected to, render any representation or warranty made by it in this Agreement untrue at the Closing; e. pay, discharge, settle, satisfy or waive any claims, liabilities or obligations thereunder to Buyer pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel for the Business having a term greater than six months and not terminable arising on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) Effective Time in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed excess of fifty thousand dollars $1,000,000; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days notice; (vi) Except as otherwise required by the terms of the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing50,000, other than to fill vacancies in existing positions in the reasonable discretion ordinary course of Sellerbusiness consistent with past practices; f. dispose of any of its assets with a value in excess of fifty thousand dollars $50,000, (B) materially increase salaries other than in the ordinary course of business consistent with past practices, or wages of employees employed in connection consistent with such Asset prior Party’s investment policy; g. permit or allow any of its assets to become subject to any Liens; h. enter into or amend or accelerate payment under any employment, termination, deferred compensation, severance, retention, retirement or other similar agreement with any employee, or change the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA compensation or (D) take any action prior to the Closing to materially increase the aggregate other benefits payable to the employees (considered as a group) employed in connection with the Business; and (vii) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth such employee other than merit or tenure increases granted in the ordinary course of business; i. authorize any of, or commit or agree to take any of, the foregoing paragraphs (i) through (vi)actions.

Without limiting the generality of Section. 6.1(a) and4.1(1), except as contemplated in the Company covenants and agrees that, during the period from the date of this Agreement or as described until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in Schedule 6.1(a)accordance with its terms, or as required under applicable law or by any Governmental Authority, prior to the Closing Date, without except: (i) with the prior written consent of Buyer (such consent the Purchaser not to be unreasonably withheld)conditioned, Seller withheld or delayed; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (a) declare, set aside or pay any dividend or other distribution of any kind or nature (whether in cash, stock or property or any combination thereof) in respect of any securities, other than dividends between two wholly-owned Subsidiaries and tax distributions from High Street to the extent permitted in the Tax Receivable Agreement and/or the High Street Operating Agreement; (b) make any bonus or profit sharing distribution or similar payment of any kind to any officer, director, Company Employee or consultant that is materially inconsistent with the bonus or profit sharing distribution or similar payments of any kind that are made by the Purchaser to its officers, directors, employees or consultants except to the extent that any such bonus, profit sharing, distribution or similar payment is made pursuant to the Company Equity Incentive Plan or policy approved by the Company Board in the Ordinary Course; (c) use commercially reasonable efforts to retain the services of each of the Key Individuals, unless such Key Individual materially breaches his or her employment agreement with the Company, and the Company will promptly provide written notice to the Purchaser of the resignation or termination of any Key Individual; (d) except as required by applicable Law: (i) Make increase any material severance, change of control, termination pay (or improvements to notice or pay in lieu of notice) or benefits payable under any existing severance or termination pay policies to (or amend any existing arrangement with) any current or former Company Employee or any current or former director of the levels Company or any of Inventories customarily maintained by Seller with respect to the Business, other than changes which are consistent with Good Utility Practicesits Subsidiaries; (ii) Sell, lease (other than as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (except for Inventories used, consumed or replaced disclosed in the ordinary course Company Disclosure Letter, provide for any severance, change of business consistent with past practices control, termination pay (or improvements to notice or pay in lieu of Seller notice) or with Good Utility Practicesbenefits payable under any existing severance or termination pay policies to (or amend any existing arrangement with) other than to encumber any such Asset with Permitted Encumbrancescurrent, former or future Company Employee or any current, former or future director of the Company or any of its Subsidiaries that would be triggered by the Arrangement; (iii) Modifyincrease compensation, amend bonus levels or voluntarily terminateother benefits payable to any current, prior to the respective expiration date of former or future Company Employee or any current, former or future director of the Assigned Agreements or Real Property Leases Company or any of the Permits or Environmental Permits with respect to such Assets in any material respect, other than (A) in the ordinary course of business, to the extent consistent its Subsidiaries that would be materially inconsistent with the past practices compensation, bonus levels or other benefits payable under employment agreements of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this AgreementPurchaser; (iv) Except as otherwise provided herein, enter into any commitment for deferred compensation or other similar agreement (or amend any such existing agreement) with any current, former or future Company Employee or any current, former or future director of the purchase, sale, Company or transportation any of fuel for the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000Subsidiaries; (v) Except as otherwise provided hereinadopt any new Employee Plan or any amendment or modification of an existing Employee Plan that would be materially inconsistent with existing Employee Plans of the Company, enter into any contractprovided; however, agreementthat the Company may be able to increase the number of securities available for issuance under the Company Equity Incentive Plan to a rolling 15% of the securities outstanding from time to time, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days noticemanner determined under such plan; (vi) Except as otherwise required by the terms of the applicable IBEW CBA approve or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to accelerate the Closing to affect a material change in the IBEW CBA or (D) take vesting of any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the Business; andcompensation securities; (vii) Except increase or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Employee Plan; or (viii) terminate, dismiss, demote or otherwise materially decrease the job requirements or the employment of the Key Individuals; (e) make any loan to any officer, director, Company Employee or consultant of the Company or any of its Subsidiaries; (f) sell all or substantially all of the assets of the Company or any of the Subsidiaries. (g) acquire any asset or property from any officer, director, Company Employee or consultant of the Company or its Subsidiaries, unless the value of the consideration paid by the Company or any of its Subsidiaries is equal to the fair market value of such assets or property acquired and provided that any such transaction is publicly disclosed by the Company in a material change report as otherwise provided hereinrequired by MI 61-101; (h) dispose of any asset or property to any officer, enter into director, Company Employee or consultant of the Company or any written or oral contractof its Subsidiaries, agreement, commitment or arrangement unless (except with respect to any such dispositions of Company Intellectual Property Rights) the value of the proscribed transactions set forth consideration received by the Company or its Subsidiaries is equal to the fair market value of such assets or property disposed of and provided that any such transaction is publicly disclosed by the Company in the foregoing paragraphs a material change report as required by MI 61-101; (i) through enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any successor thereto or any Subsidiary, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its affiliates from competing in any manner; (vi)j) enter into any Contract containing any provision restricting or triggered by the transactions contemplated herein; (k) enter into any Contract for Company Debt if such Contract would: (i) be materially inconsistent with market standards for companies operating in the United States cannabis industry; (ii) provide for an event of default, repayment or acceleration on the Effective Date, the Triggering Event Date or the Acquisition Date; or (iii) provide for a stated annual interest rate that is more than LIBOR plus 8.0%; (l) incur, in the aggregate, Company Debt equal to the greater of (i) $750,000,000; or (ii) such amount of Company Debt as when issued, would result in a Debt Coverage Ratio exceeding 1.25:1; (m) knowingly take any action or fail to take any action which action or failure to act would result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted that would cause a Company Material Adverse Effect, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations as would have a Company Material Adverse Effect; (n) abandon or fail to diligently pursue any application for any licences, permits, Authorizations or registrations that would cause a Company Material Adverse Effect; (o) grant or commit to grant a licence or otherwise transfer abandon, or permit to become abandoned any Intellectual Property or exclusive rights in or in respect thereof that would reasonably be expected to have a Company Material Adverse Effect; (p) materially change its business or regulatory strategy, including, without limitation, engaging in any new business, enterprise or other activity that is materially different from the Ordinary Course of the existing businesses of the Company; or (q) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing. Notwithstanding any other provision hereof, nothing contained in this Agreement shall preclude the Company and its Subsidiaries from completing the sale of Real Property to arm’s length Persons as may be determined by the Company from time to time, provided that no such sale of Real Property shall be made for less than the fair market value of such Real Property.

Without limiting the generality of Section. 6.1(a9.1(a) and, except as contemplated in this Agreement or as described in Schedule 6.1(a9.1(b), or as required under applicable law or by any Governmental Authority, prior to the Phase One Closing Date or the Phase Two Closing Date, as applicable, without the prior written consent of Buyer (such consent not the Acquiring Party, no Conveying Party shall, with respect to be unreasonably withheld), Seller shall notthe applicable Exchange Assets: (i) Make any material change in the levels of the Inventories customarily maintained by Seller the Conveying Party with respect to the Businessapplicable Exchange Assets, other than changes which that are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any applicable Exchange Asset (except for Inventories or Fuel Supplies used, consumed or replaced in the ordinary course of business consistent with past practices of Seller the Conveying Party or with Good Utility Practices) other than to encumber any such Exchange Asset with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate, prior to the respective expiration date of any of the Assigned Agreements or Real Property Leases or any of the its Permits or Environmental Permits with respect to such any of the applicable Exchange Assets in any material respect, other than (A) in the ordinary course of business, to the extent business and consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or the Conveying Party and with Good Utility Practices, or (C) as may be required in connection with transferring Seller's of the Conveying Party’s rights or obligations thereunder to Buyer the Acquiring Party pursuant to this Agreement; (iv) Except as Sell, lease or otherwise provided herein, enter into dispose of SO2 Emission Allowances or NOx Emission Allowances or Emission Reduction Credits to any commitment for the purchase, sale, or transportation of fuel for the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000third party; (v) Except Make any Capital Expenditures except (A) as otherwise provided herein, enter into any contract, agreement, commitment or arrangement for the Business that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by Seller described on Schedule 9.1(b)(v); (or, B) as mandated after the Closing Datedate of this Agreement by any Governmental Authority (provided that the Acquiring Party may direct the Conveying Party to delay making such Capital Expenditures and contest such mandates by appropriate proceedings at the Acquiring Party’s expense, by Buyerunless such delay would have an adverse impact on the applicable Exchange Assets); or (C) without penalty those which are prudent in amount and in accordance with Good Utility Practice for any applicable Exchange Asset, in addition to those identified in (A) or premium upon no more than sixty (60B) days noticeabove; (vi) Except as otherwise required by Incur any indebtedness or other obligation that encumbers any Exchange Asset (except for Permitted Encumbrances) unless the terms of the applicable IBEW CBA Conveying Party repays or as otherwise provided in Section 6.12, (A) hire, satisfies any such indebtedness or transfer any employees of or for the Business other obligation prior to the Phase One Closing Date or the Phase Two Closing Date, as applicable, and any such repayment or satisfaction does not impede or delay the Phase One Closing or the Phase Two Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action prior to the Closing to affect a material change in the IBEW CBA or (D) take any action prior to the Closing to materially increase the aggregate benefits payable to the employees (considered as a group) employed in connection with the Businessapplicable; andor (vii) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any of the proscribed transactions set forth in the foregoing paragraphs (i) through (vi).

Without limiting the generality of Section. 6.1(a) and, except as contemplated in this Agreement or as described in Schedule 6.1(a2.6(a), the Excluded Liabilities shall include any liabilities or as required under applicable law obligations of the Seller arising prior to the Effective Time for: (i) Any liabilities (including all accounts payable) relating to the Seller Publications; (ii) any Proceedings made or pending by any Governmental Authority, or against the Seller prior to the Closing Date, without the prior written consent that arise out of Buyer (such consent not to be unreasonably withheld), Seller shall not: (i) Make any material change in the levels of Inventories customarily maintained by Seller with respect or relate to the Business, other than changes which are consistent with Good Utility Practices; (ii) Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any Asset (except for Inventories used, consumed or replaced in the ordinary course of business consistent with past practices of Seller or with Good Utility Practices) other than to encumber any such Asset with Permitted Encumbrances; (iii) Modify, amend or voluntarily terminate, prior any Taxes related to the respective expiration date of any of operations or assets that comprise the Assigned Agreements or Real Property Leases or any of the Permits or Environmental Permits Business with respect to such Assets in any material respectPre-Closing Tax Period, other than (A) in and any income or sales Taxes arising by reason of the ordinary course of business, to the extent consistent with the past practices of Seller or Good Utility Practices, (B) with cause, to the extent consistent with past practices of Seller or Good Utility Practices, or (C) as may be required in connection with transferring Seller's rights or obligations thereunder to Buyer pursuant to this Agreementtransactions contemplated herein; (iv) Except as otherwise provided herein, enter into any commitment for Taxes of the purchase, sale, or transportation of fuel for Seller unrelated to the Business having a term greater than six months and not terminable on or before the Closing Date either (A) automatically, or (B) by option of Seller (or, after the Closing, by Buyer) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for the Business not previously approved by Buyer would exceed $1,000,000Business; (v) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement Contract for which the Business that individually exceeds $250,000 or in liabilities and obligations are not assumed by the aggregate exceeds $1,000,000 unless it is terminable by Seller (or, after the Closing Date, by Buyer) without penalty or premium upon no more than sixty (60) days noticeBuyers pursuant to Section 2.5(b); (vi) Except as otherwise required any breach by the terms Seller of the applicable IBEW CBA or as otherwise provided in Section 6.12, (A) hire, or transfer any employees of or for the Business prior to the Closing, other than to fill vacancies in existing positions in the reasonable discretion of Seller, (B) materially increase salaries or wages of employees employed in connection with such Asset prior to the Closing, (C) take any action Environmental Law prior to the Closing Date in connection the Business; (vii) any Plans or Other Benefit Obligations of the Seller or any of Seller’s Affiliates (including any obligations of the Seller or any of Seller’s Affiliates to affect a material change make contributions to any 401(k) plan), except for Accrued PTO, which shall be assumed pursuant to Section 2.5(a) and payable in accordance with Section 5.6; (viii) any employment, severance, retention or termination agreement with any employee working exclusively in the IBEW CBA Business, except for up to an aggregate of $50,000 for Seller’s severance obligations, which shall be payable in accordance with Section 5.6; (ix) any obligation to distribute to any limited partner or general partner or otherwise to apply all or any part of the consideration received hereunder; (Dx) take any action noncompliance prior to the Closing to materially increase Effective Time by the aggregate benefits payable Business with any Legal Requirement of any Governmental Authority; (xi) any Indebtedness or any security interest related thereto, including without limitation the Indebtedness set forth in Schedule 3.23; (xii) any fees and expenses incurred by the Seller prior to the employees (considered as a group) employed Effective Time in connection with the Businesstransactions contemplated hereby; (xiii) any obligation to any limited partner, general partner or any former limited partner or general partner; (xiv) any obligation relating to the Excluded Assets; (xv) any claim by employees or former employees of Seller or their respective dependants for any medical claim “incurred” (meaning treatment was received prior to Closing) under the federal healthcare continuation rules known as COBRA; and (viixvi) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to any obligation of the proscribed Seller under this Agreement or any other document executed by the Seller in connection with the transactions set forth in the foregoing paragraphs (i) through (vi)contemplated hereby.