Common use of Actions Pending Closing Clause in Contracts

Actions Pending Closing. (a) From the date hereof until the Closing, except as contemplated by this Agreement, DETTCO covenants that, unless the prior written consent of Partnership is obtained, it will not take, and it will cause the DE Entities and the LLCs not to take, any direct or indirect action that would result in a violation of any of the following: (i) The DE Entities, and upon conveyance of the Assets and Businesses to the LLCs, the LLCs will operate the Assets and the Businesses diligently and in the usual, regular and ordinary manner. (ii) None of the DE Entities or the LLCs will enter into or modify any Contract or other commitment not in the usual and ordinary course of its business consistent with past business practices, or engage in any transaction not in the usual and ordinary course of its business consistent with past business practices. (iii) None of the DE Entities or the LLCs will: (A) create, assume or permit to exist any Lien (except Permitted Encumbrances) upon any of the Assets, whether now owned or hereafter acquired; or (B) sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for the sale of inventory in the ordinary course of business. (iv) All tangible property that constitutes part of the Assets will be maintained in accordance with past practice. (v) The DE Entities or the LLCs will maintain insurance on the Assets in accordance with the DE Entities' past practices and will not permit any insurance policy naming it as a beneficiary or a loss payee to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect. (vi) To the extent related to the ownership and operation of the Assets, each of DETTCO and the LLCs will maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years, and will not introduce any method of accounting inconsistent with that used in prior periods, and will comply with all laws applicable to it and to the conduct of its business. (vii) DETTCO and its Affiliates will timely file all Tax Returns and all reports required to be filed with any federal, state or local governmental agency or regulatory body to the extent they relate to the Assets or the Businesses. (viii) The DE Entities will not, and will cause the LLCs not to, enter into any transaction, make any agreement or commitment or take any other action that would result in any of the representations or warranties contained in this Agreement not being true and correct as of the Closing Date or that would in any material way hinder or prevent DETTCO's performance of its obligations under this Agreement. (ix) Except with respect to the Businesses, the LLCs will not make any acquisitions of any other business or business operations, whether by way of acquisition of assets or equity interests in any other entity, by merger or otherwise, nor will they enter into any agreements, understandings, negotiations or letters of intent with third parties with respect to any such acquisition. Any such agreements or understandings currently existing are listed in Section 8.4 of the Disclosure Schedule. (b) From the date hereof until the Closing, except as contemplated by this Agreement, Partnership covenants that, unless the prior written consent of DETTCO is obtained, it will not take, and it will cause its subsidiaries not to take, any direct or indirect action that would result in a violation of any of the following: (i) The assets and the businesses of Partnership and its subsidiaries shall be operated diligently and in the usual, regular and ordinary manner. (ii) Partnership will not, and will cause its subsidiaries not to, enter into any transaction, make any agreement or commitment or take any other action that would result in any of Partnership's representations or warranties contained in this Agreement not being true and correct as of the Closing Date or that would in any material way hinder or prevent Partnership's performance of its obligations under this Agreement. (iii) Partnership will not split or combine the Units or cause the Units to be delisted from the New York Stock Exchange.

Actions Pending Closing. (a) From the date hereof until the Closing, except as contemplated by this Agreement, DETTCO Seller represents, warrants and covenants that, unless the prior written consent of Partnership Buyer is obtained, it will not take, and it will cause the DE Entities and the LLCs not to take, take any direct or indirect action that would result in a violation of any of the following: (ia) The DE Entities, and upon conveyance of the Assets and Businesses to the LLCs, the LLCs Seller will operate the Transferred Assets and the Businesses diligently and in the usual, regular and ordinary manner. (iib) None of the DE Entities or the LLCs Seller will not enter into or modify any Contract contract or other commitment not in the usual and ordinary course of its business consistent with past business practices, including without limitation, the Producer Contracts, or engage in any transaction not in the usual and ordinary course of its business consistent with past business practicespractices that would have an adverse effect on the throughput of volumes through the Transferred Assets. (iiic) None Seller will not enter into any contract or commitment for the purchase of merchandise that would require any payment by Buyer after the DE Entities or the LLCs willClosing. (d) Seller will not: (Ai) create, assume or permit to exist any Lien (except Permitted Encumbrances) upon any of the Transferred Assets, whether now owned or hereafter acquired; or; (Bii) sell, assign, lease or otherwise transfer or dispose of any of the Transferred Assets; or (iii) enter into any transaction, except for contract or commitment that, by reason of its size or otherwise, affects the sale of inventory Transferred Assets and is not in the ordinary course of businessbusiness as customarily and now conducted. (ive) All tangible property of Seller that constitutes constitute part of the Transferred Assets will be maintained in good working order, condition and repair, ordinary wear and tear excepted, in accordance with past practice, and in compliance with all applicable agreements, laws and regulations. (vf) The DE Entities or the LLCs Seller will maintain insurance on the Transferred Assets in accordance with the DE Entities' Seller's past practices and will not permit any insurance policy naming it as a beneficiary or a loss payee to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect. (vig) To the extent related to the ownership and operation of the Transferred Assets, each of DETTCO and the LLCs Seller will maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior yearsyears and in a businesslike manner in accordance with sound commercial practice, and will not introduce any method of accounting inconsistent with that used in prior periods, and will comply with all laws applicable to it and to the conduct of its business. (viih) DETTCO To the extent related to the ownership and its Affiliates operation of the Transferred Assets, Seller will timely file all Tax Returns and all reports required to be filed with any federal, state or local governmental agency or regulatory body to the extent they relate to the Assets or the Businessesbody. (viiii) The DE Entities Seller will not, and will cause the LLCs not to, enter into any transaction, make any agreement or commitment or take any other action that would result in any of the representations or warranties contained in this Agreement not being true and correct as of the Closing Date or that would in any material way hinder or prevent DETTCO's performance of its obligations under this AgreementDate. (ix) Except with respect to the Businesses, the LLCs will not make any acquisitions of any other business or business operations, whether by way of acquisition of assets or equity interests in any other entity, by merger or otherwise, nor will they enter into any agreements, understandings, negotiations or letters of intent with third parties with respect to any such acquisition. Any such agreements or understandings currently existing are listed in Section 8.4 of the Disclosure Schedule. (b) From the date hereof until the Closing, except as contemplated by this Agreement, Partnership covenants that, unless the prior written consent of DETTCO is obtained, it will not take, and it will cause its subsidiaries not to take, any direct or indirect action that would result in a violation of any of the following: (i) The assets and the businesses of Partnership and its subsidiaries shall be operated diligently and in the usual, regular and ordinary manner. (ii) Partnership will not, and will cause its subsidiaries not to, enter into any transaction, make any agreement or commitment or take any other action that would result in any of Partnership's representations or warranties contained in this Agreement not being true and correct as of the Closing Date or that would in any material way hinder or prevent Partnership's performance of its obligations under this Agreement. (iii) Partnership will not split or combine the Units or cause the Units to be delisted from the New York Stock Exchange.