Common use of Conduct of the Operations Clause in Contracts

Conduct of the Operations. Except as specifically provided in this Agreement, the Seller Concurrent Agreements or the Omnibus Agreement, during the period from the date of this Agreement until the Closing Date, each Seller Party shall, and shall cause the Subject Entities to, (i) conduct its respective operations in accordance with its ordinary course of business consistent with past practices, (ii) use reasonable commercial efforts to preserve, maintain and protect its respective material assets, Contracts, rights and properties, (iii) not terminate, materially amend or enter into material agreements affecting the Subject Entity Assets except in the ordinary course of business consistent with past practice, (iv) cause the Subject Entities to maintain insurance policies with coverage on the Subject Entity Assets presently furnished by nonaffiliated third parties in the amounts and types presently in effect, (v) use commercially reasonable efforts to maintain all material Contracts of the Subject Entities, including, without limitation, real property leases, in full force and effect, (vi) cause the Subject Entities not to transfer, sell, hypothecate, distribute, Encumber or otherwise dispose of any material assets of the Subject Entities except for sales and dispositions in the ordinary course of business consistent with past practices, (vii) not amend or restate the Charter Documents of the Seller Parties in a manner which would require any consent to be obtained to effect the transactions contemplated herein or in the Omnibus Agreement or which could reasonably be expected to hinder, impede, delay or adversely affect the consummation of the transactions contemplated herein, (viii) cause the Subject Entities not to amend or restate their respective Charter Documents in any manner or issue any Capital Stock or options, warrants or other rights convertible into or exchangeable for Capital Stock of any Subject Entity, (viii) sell, assign, transfer, Encumber or otherwise dispose of all or any portion of the Subsidiary Interests or the Assigned Interest or grant any option to purchase or right of first refusal in connection therewith to any Person or (viii) commit to do the foregoing.

Conduct of the Operations. Except as specifically provided in this AgreementAgreement or as set forth on Schedule 5.1, the Seller Concurrent Agreements or the Omnibus Agreement, during the period from the date of this Agreement hereof until the Closing DateClosing, each Seller Party shall, and shall cause the each Subject Entities Entity to, (i) conduct its respective operations in accordance with its ordinary course of business consistent with past practices, (ii) use commercially reasonable commercial efforts to preserve, maintain and protect its respective material assets, Contractsassets (including Material Contracts and real property leases), rights and propertiesproperties in good operating condition suitable in all material respects for their intended purpose, (iii) not terminate, terminate or materially amend any Material Contracts or waive any provision thereunder or enter into material agreements affecting the Subject Entity Assets Entities' assets, properties or interests except in with the ordinary course Buyer's consent and except that CCTP shall be permitted to enter into a pipeline transport agreement with Sabine Pass Liquefaction, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of business consistent with past practicethe Partnership, (iv) cause the Subject Entities to maintain the Insurance Policies as presently in effect or insurance policies with coverage on the Subject Entity Assets presently substantially similar thereto furnished by nonaffiliated third parties in the amounts and types presently in effect, (v) use commercially reasonable efforts to maintain all material Contracts of the Subject Entities, including, without limitation, real property leases, in full force and effect, (vi) cause the Subject Entities not to transfer, sell, lease, license, pledge, mortgage, dispose of, hypothecate, distribute, Encumber or otherwise dispose of any material assets assets, properties (whether real, personal, tangible, or intangible) or rights of the Subject Entities except for sales and dispositions in the ordinary course of business consistent with past practicesEntities, (viivi) not amend or restate the Charter Documents of the Seller Parties in a manner which would require any consent to be obtained to effect the transactions contemplated herein or in the Omnibus Agreement or which could reasonably be expected to hinder, impede, delay or adversely affect the consummation of the transactions contemplated hereinSubject Entities, (viiivii) cause the Subject Entities not to amend or restate their respective Charter Documents in any manner or issue any Capital Stock or options, warrants or other rights convertible into or exchangeable for Capital Stock of any Subject Entitythereof, (viii) not sell, assign, transfer, Encumber or otherwise dispose of all or any portion of the Subsidiary Assigned Interests or any Capital Stock of the Assigned Interest Subject Entities or grant any option to purchase or right of first refusal in connection therewith to any Person, (ix) maintain all Permits and Consents required for the Subject Entity's business as currently conducted, (x) take no action that would cause CCTP to be treated as a corporation for U.S. federal income tax purposes, (xi) not acquire or purchase equity interests or assets of any Person, (xii) not incur or guarantee any Indebtedness or amend or modify in any material respect the terms of or refinance any Indebtedness, (xiii) not merge or consolidate with any Person or adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, bankruptcy, recapitalization or other reorganization, (viiixiv) not waive, release or settle any pending or threatened litigation or other proceedings before a Governmental Entity, (xv) not engage or employ any employees, independent contractors or other service providers, enter into or commence negotiation of any collective bargaining agreement or similar contract or agreement, or enter into, sponsor, maintain or contribute to any Plan, (xvi) not enter into any Contract with CEI or its affiliates, except as set forth on Schedule 5.1, (xvii) not authorize or make any payment to CEI other than those payments set forth on Schedule 5.1 or (xviii) not authorize, commit or agree to do any of the foregoing. Notwithstanding the foregoing, prior to the Closing Date, Cheniere CTP GP shall be permitted to distribute, sell, transfer, assign or otherwise dispose of its Capital Stock in CCCP and Frontera to Cheniere GP Seller.