Common use of Certain Conduct Clause in Contracts

Certain Conduct. From December 31, 2020 until the date of this Agreement, such Seller has not: (i) sold, assigned, transferred, delivered, or otherwise disposed of its Interests in a Transferred Entity; (ii) converted, exchanged, or redeemed any of its Interests in a Transferred Entity; (iii) created or permitted to exist any Lien on any of its Interests in a Transferred Entity, other than (x) the Liens and rights granted under this Agreement or any other Transaction Document and (y) any restriction or limitation pertaining to the sale, assignment, disposition, or transfer of its Interests (including any consents or approvals of transfers, rights of first refusal, and similar rights) arising out of or based on the Organizational Documents of a Transferred Entity or Fund Vehicle as set forth on the Required Consents Schedule; (iv) taken any action or failed to take any action the effect of which would be to cause such Seller to incur a penalty or other specified consequence under the applicable Organizational Documents, including the conversion of an Interest to a fixed obligation; (v) waived any material right with respect to any Transferred Entity, Fund Vehicle or their respective Portfolio Investments, or settled any Legal Proceeding; (vi) consented to any amendment or modification of any Organizational Document or Affiliate Agreement or entered into any new agreement that would constitute one of the foregoing if existing on the date hereof; (vii) made any voluntary Capital Contributions or failed to make any required Capital Contributions with respect to any Transferred Entity or Fund Vehicle in accordance with the terms of the applicable Organizational Document, or otherwise breached in any material respect any of its or its Affiliates’ obligations under any Organizational Documents; (viii) prior to Closing forgiven or released any debt owed by a Portfolio Investment to such Transferred Entity, (ix) taken any action described in Section 7.3(q), or (x) agreed or committed to do any of the foregoing. The Controlled Transferred Entities and, to the Knowledge of Sellers, the Non-Controlled Transferred Entities and their respective Portfolio Investments, do not provide any services to any Person who is not a Subsidiary.

Certain Conduct. From December 31Since the Cut Off Date and except as set forth on Schedule 5(h), 2020 until the date of this Agreement, such Seller has not: , without Buyer’s Knowledge (it being understood that, for purposes of this Paragraph 5(h), Buyer’s Knowledge as of any date shall be deemed to include information contained in any documents or materials made available to Buyer in the Data Room on or prior to such date): (i) other than pursuant to the exercise of a right of first refusal or similar right pursuant to any of the applicable Portfolio Property Agreements, disposed, liquidated, sold, assigned, transferred, delivered, delivered or otherwise disposed of its any of the Interests in a Transferred Entityproposed to be transferred to Buyer pursuant to this Purchase Agreement; (ii) converted, exchanged, exchanged or redeemed any of its the Interests in a Transferred Entityproposed to be transferred by Seller pursuant to this Purchase Agreement; (iii) forgiven, released or compromised any indebtedness owed to it by any Partnership (other than upon full payment thereof) or demanded payment of any indebtedness owed to it by any Partnership in which Seller has an Interest that is being transferred pursuant to this Purchase Agreement; (iv) affirmatively amended, cancelled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (v) affirmatively waived, amended, cancelled, terminated, exercised or failed to exercise any of the material Portfolio Contractual Rights applicable to Seller; (vi) created or permitted to exist any Lien on any portion of its Interests in a Transferred Entitythe Portfolio Property being transferred by Seller pursuant to this Purchase Agreement, other than (x) the Investment Liens and rights granted under this Agreement or any other Transaction Document and (y) any restriction or limitation pertaining to the sale, assignment, disposition, or transfer of its Interests (including any consents or approvals of transfers, rights of first refusal, and similar rights) arising out of or based on the Organizational Documents of a Transferred Entity or Fund Vehicle as set forth on the Required Consents ScheduleLiens created by Buyer; (ivvii) taken any action or (upon written notice from any Partnership) failed to take any action the effect of which that would be to cause such Seller to incur a material penalty or other specified consequence under the applicable Organizational Documents, including the conversion of an Interest to a fixed obligation; (v) waived any material right with respect to any Transferred Entity, Fund Vehicle or their respective Portfolio Investments, or settled any Legal Proceeding; (vi) consented to any amendment or modification of any Organizational Document or Affiliate Agreement or entered into any new agreement that would constitute one of the foregoing if existing on the date hereofPortfolio Property Agreements to which it is party; (vii) made any voluntary Capital Contributions or failed to make any required Capital Contributions with respect to any Transferred Entity or Fund Vehicle in accordance with the terms of the applicable Organizational Document, or otherwise breached in any material respect any of its or its Affiliates’ obligations under any Organizational Documents; (viii) prior to Closing forgiven or released any debt owed by a Portfolio Investment to such Transferred Entity, (ix) taken any action described in Section 7.3(q), or (x) agreed or committed to do any of the foregoing. The Controlled Transferred Entities and, foregoing (except pursuant to the Knowledge of Sellers, the Non-Controlled Transferred Entities and their respective Portfolio Investments, do not provide any services to any Person who is not a Subsidiarythis Purchase Agreement).

Certain Conduct. From December 31Since the Cut Off Date, 2020 until except as disclosed to Buyer in the date of this Agreementapplicable online data room organized by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with respect to the transactions contemplated hereunder on or prior to November 14, such 2024, the Seller has not: (i1) disposed, liquidated, mortgaged, sold, assigned, transferred, delivered, assigned or otherwise disposed transferred any Portfolio Property being sold by Seller to Buyer hereunder or entered into any Liquidity Opportunity in respect of its Interests any Portfolio Property other than in a Transferred Entitycompliance with Section 7(b)(i); (ii2) converted, exchanged, exchanged or redeemed any of its the Interests in a Transferred Entitybeing transferred by the Seller pursuant to this Purchase Agreement; (iii3) forgiven, released, compromised or demanded payment of any indebtedness owed to it by the applicable Fund in which Seller owns an Interest other than upon full payment thereof; (4) canceled or terminated any Portfolio Property Agreement or entered into any new Portfolio Property Agreement; (5) waived, amended, cancelled, terminated, exercised or failed to exercise any of the material Portfolio Contractual Rights applicable to Seller; (6) failed to perform fully its obligations under any of the Portfolio Property Agreements with respect to any Interest being sold by Seller to Buyer hereunder; (7) in connection with any Remaining Capital Commitment associated with an Interest to be transferred hereunder, made any voluntary capital contributions to any Fund with respect to any Interest being sold by Seller to Buyer hereunder; (8) created or permitted to exist any Lien on any of its Interests in a Transferred Entity, Interest other than (x) the Liens and rights granted under this Agreement or any other Transaction Document and (y) any restriction or limitation pertaining to the sale, assignment, disposition, or transfer of its Interests (including any consents or approvals of transfers, rights of first refusal, and similar rights) arising out of or based on the Organizational Documents of a Transferred Entity or Fund Vehicle as set forth on the Required Consents SchedulePermitted Liens; (iv9) taken any action or or, upon written notice from the applicable Fund, failed to take any action the effect of which would be to cause such Seller to incur a material penalty or other specified consequence under any of the applicable Organizational Documents, including the conversion of an Interest to a fixed obligation; (v) waived any material right Portfolio Property Agreements with respect to any Transferred Entity, Fund Vehicle or their respective Portfolio Investments, or settled any Legal ProceedingInterest being sold by Seller to Buyer hereunder; (vi) consented to any amendment or modification of any Organizational Document or Affiliate Agreement or entered into any new agreement that would constitute one of the foregoing if existing on the date hereof; (vii) made any voluntary Capital Contributions or failed to make any required Capital Contributions with respect to any Transferred Entity or Fund Vehicle in accordance with the terms of the applicable Organizational Document, or otherwise breached in any material respect any of its or its Affiliates’ obligations under any Organizational Documents; (viii) prior to Closing forgiven or released any debt owed by a Portfolio Investment to such Transferred Entity, (ix) taken any action described in Section 7.3(q), or (x10) agreed or committed to do any of the foregoing. The Controlled Transferred Entities and, Notwithstanding anything to the Knowledge of Sellerscontrary in the foregoing, the Non-Controlled Transferred Entities ▇▇▇▇▇ understands and their respective Portfolio Investments, do agrees that this Section 5(i) shall not provide any services apply solely with respect to any Person who is not a SubsidiaryExcluded Interests.