Common use of No Transfer or Encumbrance Clause in Contracts

No Transfer or Encumbrance. Between the date hereof and each of the Initial Closing Date and, if applicable, the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Company shall not issue, grant, sell, transfer, pledge or otherwise hypothecate any additional Common Units or any rights to any Common Units; provided that the Company may and shall implement the stock split contemplated by the LLC Agreement. Between the date hereof and each of the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Wayzata Funds shall not sell, transfer, pledge or otherwise hypothecate any additional Common Units or any rights to any Common Units; provided that the Wayzata Funds may participate in the stock split contemplated by the LLC Agreement and may deliver Common Units to the Company or to the Corporation in accordance with this Agreement. Section 9.03 Conduct of the Business. Between the date hereof and each of the Initial Closing Date and, if applicable, the Over-Allotment Closing Date and except as specifically disclosed in the Prospectus, the Company shall (i) conduct the business of the Company in the ordinary course consistent with past practice, (ii) use all commercially reasonable efforts to (A) retain the services of its key employees, (B) preserve the Company’s relationships with material customers, suppliers, sponsors, licensees and creditors, and (C) maintain and keep the Company’s properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, (iii) maintain its capital structure as it exists on the date of this Agreement, except as specifically contemplated hereunder. 1 NTD: To be 30 days after the date of the Underwriting Agreement. (a) This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. (b) Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the District of Delaware for the purposes of any suit, action o other proceeding arising out of this Agreement, any related agreement or any transaction contemplated hereby or thereby. Each of the parties hereto hereby further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding with respect to any matters as to which it has submitted to jurisdiction in this paragraph. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any related agreement or any transaction contemplated hereby or thereby in the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (c) AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY. Section 10.02