Common use of Operations Prior to Closing Clause in Contracts

Operations Prior to Closing. Except as provided in this Agreement, during the period from and including the date hereof until and including the Closing Date (the “Restricted Period”), without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause each of the Companies to: (a) operate the Company Assets operated by it in all material respects in (i) the ordinary course consistent with past practices and (ii) compliance with all applicable Laws; (b) pay all expenses incurred with respect to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (c) collect the accounts receivable attributable to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations as soon as reasonably practicable; (g) give prompt Notice to Buyer of (i) any written notice of any material damage to or destruction of any of the Company Assets of which Seller has Knowledge and (ii) any written notice received by such Company of any material claim asserting any breach of contract, tort or violation of Law or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates to the assets and operations of the Companies; (h) give Notice to Buyer of any written notice received by Seller or the Companies under or as described in Section 5.14(c); (i) give Notice to Buyer of any resignation or termination of any employee of CEP Services Company, Inc. located in Tuscaloosa County, Alabama whose job responsibilities encompass the Companies or the Company Assets; and (j) give Notice to Buyer of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or relating to the Company Assets.

Operations Prior to Closing. Except (a) During the Pre-Closing Period: (i) the Company shall ensure that each of the Acquired Corporations conducts its business and operations: (A) in the ordinary course and in accordance with past practices; and (B) in compliance in all material respects with all applicable Legal Requirements; (ii) the Company shall use commercially reasonable efforts to ensure that each of the Acquired Corporations preserves intact its current business organization, keeps available the services of its current officers and other Company Employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Corporations and with all Governmental Bodies; and (iii) the Company shall promptly notify Parent of any claim asserted or Legal Proceeding commenced, or, to the Company’s knowledge, threatened in writing against any of the Acquired Corporations that relates to any of the Contemplated Transactions. (b) Except: (i) as provided set forth in this AgreementPart 4.2(b) of the Company Disclosure Schedule, or (ii) as required by Legal Requirements, during the period from and including Pre-Closing Period, the date hereof until and including the Closing Date Company shall not (the “Restricted Period”), without the prior written consent of BuyerParent, which consent shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause each of the Companies to: (a) operate the Company Assets operated by it in all material respects in (i) the ordinary course consistent with past practices and (ii) compliance with all applicable Laws; (b) pay all expenses incurred withheld with respect to the Company Assets owned or operated by it matters described in the usualclauses “(vi),” “(vii),” “(ix),” “(xiii),” “(xv),” “(xvi)” and “(xvii)” of this sentence), regular and ordinary manner consistent with past practice; (c) collect the accounts receivable attributable to the Company Assets owned or operated by it in shall ensure that each of the usualother Acquired Corporations does not (without the prior written consent of Parent, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company which consent shall not be unreasonably withheld with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations as soon as reasonably practicable; (g) give prompt Notice to Buyer of (i) any written notice of any material damage to or destruction of any of the Company Assets of which Seller has Knowledge and (ii) any written notice received by such Company of any material claim asserting any breach of contract, tort or violation of Law or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates to the assets and operations of the Companies; (h) give Notice to Buyer of any written notice received by Seller or the Companies under or as matters described in Section 5.14(cclauses “(vi);,” “(vii),” “(ix),” “(xiii),” “(xv),” “(xvi)” and “(xvii)” of this sentence): (i) give Notice to Buyer declare, accrue, set aside or pay any dividend or make any other distribution in respect of any resignation shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities, other than pursuant to the Company’s right to repurchase restricted shares of Company Common Stock held by a service provider of the Company upon termination of such service provider’s period of service pursuant to the terms of a Company Option, Company RSA or Company PSA; (ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any employee of CEP Services Companycapital stock or other security; (B) any option, Inc. located in Tuscaloosa Countycall, Alabama whose job responsibilities encompass the Companies warrant or right to acquire any capital stock or other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that the Company Assets; and (j) give Notice to Buyer may issue shares of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or relating to the Company Assets.Common

Operations Prior to Closing. (a) Except (i) as provided in expressly contemplated or permitted by this Agreement, (ii) as required by applicable Legal Requirement; or (iii) as approved in advance by the other party hereto in writing, at all times during the period from commencing with the execution and including delivery of this Agreement and continuing until the date hereof until earlier to occur of the termination of this Agreement pursuant to Section 8 and including the Closing Date (the “Restricted Period”)Effective Time, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause each of the Companies to: Company and Parent shall, (aw) operate the Company Assets operated by it in all material respects in (i) the ordinary course consistent with past practices and (ii) compliance with all applicable Laws; (b) pay all expenses incurred with respect to the Company Assets owned or operated by it carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements, (x) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (y) pay or perform all material obligations when due, and (z) use reasonable best efforts, consistent with past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings. (b) Except (A) as expressly contemplated or permitted by this Agreement, or (B) with the prior written consent by the other party hereto, which shall not be unreasonably withheld, delayed or conditioned, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 8 and the Effective Time, neither the Company nor Parent shall, nor shall either of them cause or permit any of their respective Subsidiaries to, do any of the following: (i) propose to adopt any amendments to or amend its certificate of incorporation or bylaws or comparable organizational documents; (ii) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, other equity-based (whether payable in cash, securities or other property or any combination of the foregoing) commitments, subscriptions, rights to purchase or otherwise) any of its securities; (iii) amend any of its securities; (iv) incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or create a Encumbrance over any of its assets; (v) declare, set aside or pay any dividend or other distribution of property in respect of any shares of capital stock, make any other actual, constructive or deemed distribution of property in respect of the shares of capital stock or effect or commit to any stock repurchase or redemption of its capital stock; (vi) propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of it; (vii) forgive any loans of any party, including its employees, officers or directors or any employees, officers or directors; (viii) increase the compensation payable or to become payable to its officers, employees or consultants, or grant any severance or termination pay to, or enter into any severance agreement with any director, officer, consultant or other employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any such director, officer, consultant or employee, except the parties may make any amendments to existing employee benefit plans to the extent necessary to maintain their compliance with applicable Legal Requirements (including any amendments necessary or desirable to comply with Section 409A of the Code so as to avoid the imposition of additional Tax with respect thereto) and the parties may make grants of equity awards as provided in Section 4.2(b)(ii) above; (ix) acquire, sell, lease, license or dispose of any material property or assets in any single transaction or series of related transactions; (x) except as may be required by applicable Legal Requirements or GAAP, make any change in any of the accounting principles or practices used by it; (xi) make or change any material Tax election, adopt or change any Tax accounting method, settle or compromise any material Tax liability, or consent to the extension or waiver of the limitations period applicable to a material Tax claim or assessment; (xii) enter into any Parent Material contract, as the case may be; (xiii) amend in any material respect any Parent Material contract, as the case may be, or grant any release or relinquishment of any material rights under any Parent Material contract; (xiv) sell, assign, transfer, license or sublicense, pledge or otherwise encumber any Parent Intellectual Property, as applicable (other than non-exclusive licenses in the ordinary course of business consistent with past practice); (xv) acquire (by merger, consolidation or acquisition of stock or assets) any other Person or any equity interest therein; (xvi) mortgage, pledge or subject to Encumbrance, any of its assets or properties; (xvii) authorize, incur or commit to incur any new material capital expenditure(s); (xviii) settle or compromise any pending or threatened Legal Proceeding or pay, discharge or satisfy or agree to pay, discharge or satisfy any Liability; (xix) initiation of any material Legal Proceeding; (xx) except as required by applicable Legal Requirements or GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable other than in the ordinary course of business consistent with past practice; (cxxi) collect enter into a contract to do any of the accounts receivable attributable foregoing or knowingly take any action which is reasonably expected to result in any of the conditions to the Company Assets owned consummation of the transactions contemplated hereby not being satisfied, or operated knowingly take any action which would make any of its representations or warranties set forth in this Agreement untrue or incorrect in any material respect, or that would materially impair its ability to consummate the transactions contemplated by it in the usual, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, this Agreement in accordance with the usual accounting practices of each terms hereof or materially delay such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations as soon as reasonably practicable; (g) give prompt Notice to Buyer of (i) any written notice of any material damage to or destruction of any of the Company Assets of which Seller has Knowledge and (ii) any written notice received by such Company of any material claim asserting any breach of contract, tort or violation of Law or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates to the assets and operations of the Companies; (h) give Notice to Buyer of any written notice received by Seller or the Companies under or as described in Section 5.14(c); (i) give Notice to Buyer of any resignation or termination of any employee of CEP Services Company, Inc. located in Tuscaloosa County, Alabama whose job responsibilities encompass the Companies or the Company Assets; and (j) give Notice to Buyer of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or relating to the Company Assetsconsummation.

Operations Prior to Closing. Except as provided in this Agreement, during the period from (a) From and including after the date hereof of this Agreement and until and including the Closing Date (the “Restricted Period”)Closing, without the prior written consent of Buyer, which consent shall not except as may be unreasonably withheld, conditioned, or delayedconsented to by Buyer in writing, Seller shall cause each of the Companies toshall: (a) operate the Company Assets operated by it in all material respects in (i) own, use, operate and maintain the Assets as a reasonably prudent operator, in accordance with applicable Laws, and in substantially the same manner in which they have been owned, used, operated and maintained prior to this Agreement; (ii) use commercially reasonable efforts to maintain in full force and effect each Lease, and timely and properly pay all Lease renewals and extensions that become due after the date of this Agreement but prior to Closing in accordance with the terms of the applicable Lease; (iii) keep Buyer apprised of any drilling, re-drilling or completion operations commenced, proposed, agreed to or conducted by Seller with respect to the Assets; (iv) with respect to the drilling of the New W▇▇▇▇, not deviate from the operations described in the New Well AFEs as attached hereto as Schedule 3.1(e); (v) notify Buyer of any application for a drilling permit by a third party affecting the Assets; (vi) not commence, propose or agree to any operation reasonably expected to cost Seller in excess of $50,000 (net to Seller’s interest); (vii) will not make any election (or fail to make an election, the result of which is) to go non-consent with respect to any of the Properties; (viii) promptly notify Buyer of any proposal (including any proposal to drill or workover a well) that Seller receives requiring an expenditure (net to Seller’s interest) equal to or greater than $50,000; (ix) not (A) enter into, terminate, cancel, extend or materially amend or modify a Contract that, if entered into on or prior to the Execution Date, would be required to be listed on Schedule 5.1(m)-1, (B) terminate, cancel, extend or materially amend or change the terms of any Material Contract, or (C) enter into, terminate, cancel, extend or amend or modify any other Contract except in the ordinary course consistent of business; (x) not transfer, sell, mortgage, pledge or dispose of any portion of the Assets other than (A) the sale or disposal of Hydrocarbons in the ordinary course of business or (B) sales of equipment that is no longer necessary in the operation of the Assets or for which replacement equipment is obtained; (xi) provide Buyer with past practices copies of any and all material correspondence received from any Governmental Authority with respect to the Assets within five Business Days after Sellers’ receipt of such correspondence or notice thereof; (iixii) compliance not voluntarily relinquish its position as operator to anyone other than Buyer with respect to any of the Assets, or voluntarily abandon any of the Assets other than as required pursuant to the terms of a Lease, Contract or Law; (xiii) use commercially reasonable efforts to maintain its existing insurance policies relating to the Assets in such amounts and with such deductibles as are currently maintained by Seller; (xiv) not waive, release, assign, settle or compromise any Proceeding, material right or Claim relating to the Assets, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $50,000 individually or $50,000 in the aggregate (in each case, excluding amounts to be paid under insurance policies); (xv) pay (or cause to be paid) any and all applicable LawsAsset Taxes that could result in an Encumbrance with respect to the Assets that become due and payable on or prior to the Closing Date; (xvi) not take, nor permit any of its Affiliates (or authorize any investment banker, financial advisor, attorney, accountant or other Person retained by, acting for or on behalf of Seller or any such Affiliate) to take, directly or indirectly, any action to solicit, or negotiate, any offer from any Person concerning the direct or indirect acquisition of the Assets by any Person other than Buyer or its Affiliates except for sales of Hydrocarbons, equipment and inventory in the ordinary course of business; and (xvii) not enter into any agreement or commitment with respect to any of the foregoing. (b) pay all expenses incurred with respect After the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications to the Company Assets owned and incur any related expenditure deemed necessary by Seller, acting as a reasonably prudent operator, to prevent or operated by it in the usualreact to an emergency or environmental incident, regular and ordinary manner consistent with past practice; (c) collect the accounts receivable attributable to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations as soon as reasonably practicable; (g) give prompt Notice to Buyer of (i) any written notice of any material damage to or destruction of any of the Company Assets of which Seller has Knowledge and (ii) any written notice received by such Company of any material claim asserting any breach of contract, tort or violation of Law or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates to the assets and operations of the Companies; (h) give Notice to shall notify Buyer of any written notice received by such charge or actions promptly thereafter. Regarding the preceding sentence, Seller shall have the right to cause or effect such expenditure or action, with or without Buyer’s approval, and recover such costs in the Companies under Closing Statement or Final Settlement Statement adjustments, as described in Section 5.14(c); (i) give Notice to Buyer of any resignation or termination of any employee of CEP Services Company, Inc. located in Tuscaloosa County, Alabama whose job responsibilities encompass the Companies or the Company Assets; and (j) give Notice to Buyer of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or relating to the Company Assetsappropriate.

Operations Prior to Closing. (a) Except as provided set forth in Part 4.2(a) of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, during the period from Pre-Closing Period, the Company shall, in all material respects, conduct its business and including operations in the date hereof until ordinary course and including in accordance with past practices and the Closing Date Company shall use its commercially reasonable efforts to preserve substantially intact the business organization of the Company and its Subsidiaries and maintain its existing relationships and goodwill with material customers, suppliers, distributors, creditors, lessors, lessees, employees and business associates. (b) Without limiting the “Restricted Period”generality of the foregoing clause (a), except as set forth in Part 4.2(b) of the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, during the Pre-Closing Period, the Company shall not, and shall not permit any Subsidiary to (without the prior written consent of BuyerParent, which consent shall not be unreasonably withheld): (i) (A) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, except for dividends by a wholly-owned Subsidiary of the Company, or (B) repurchase, redeem or otherwise reacquire any shares of capital stock or other securities, other than pursuant to the Company’s right to repurchase restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment; (ii) sell, issue, grant, pledge or otherwise encumber or authorize the sale, issuance, grant, pledge or encumbrance of: (A) any capital stock or other security; (B) any option, call, warrant or right to acquire any capital stock or other security; or (C) any instrument convertible into or exercisable or exchangeable for any capital stock or other security (except that the Company may issue shares of Company Common Stock: (aa) upon the valid exercise of Company Options outstanding as of the date of this Agreement and (bb) upon the valid exercise of purchase rights under the Company ESPP); (iii) amend or waive any of its rights under, or, except as contemplated pursuant to Section 5.3(a) of this Agreement, accelerate the vesting under, any provision of any of the Company Option Plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security, except as required by applicable Legal Requirements; (iv) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws of the Company or any Subsidiary of the Company; (v) adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (vi) authorize or make any commitment with respect to any capital expenditure (except that the Company may authorize or make a commitment with respect to any capital expenditures that, in the aggregate, do not exceed $200,000 between the date hereof and December 31, 2005 or $200,000 in any fiscal quarter thereafter); (vii) other than in the ordinary course of business and consistent with past practices, amend, terminate (other than expiration in accordance with its terms) or waive any material right or remedy under, any Company Significant Contract; (viii) other than the renewal or extension of any such contract on substantially similar terms, enter into any contract that would have been a Company Significant Contract pursuant to Section 2.8(a)(iii) or (v) had it been in effect as of the date hereof; (ix) acquire, lease or license any right or other asset from any other Person (except as permitted under clause (vi) above) or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for any right or asset: (A) acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices and not in an aggregate amount of more than $50,000; or (B) that is not material to the business of the Company); (x) acquire (including by merger, consolidation, acquisition of stock or assets or any other business combination) any business or any corporation, partnership, association or other business organization or division thereof that is material to the Company; (xi) make any pledge of any of its material assets or permit any of its material assets to become subject to any Encumbrances; (xii) lend money to any Person (other than (1) routine travel and business expense advances and sales commissions draws made to Company Employees in the ordinary course of business and (2) routine deferred collections of withholding taxes from employees who are not executive officers of the Company (as defined in Rule 3b-7 under the Exchange Act) in connection with the vesting of restricted shares issued under the Company Option Plans), or incur, guarantee assume or otherwise become responsible for any indebtedness in excess of $100,000 in the aggregate; (xiii) except as expressly contemplated by Section 4.2(b)(xiv), establish, adopt, enter into or amend any Company Employee Plan or Company Employee Agreement, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in stock, cash or other property) or remuneration payable to, any Company Employees (except that the Company: (A) may provide routine, reasonable salary increases to Company Employees who are not executive officers of the Company (as defined in Rule 3b-7 under the Exchange Act) in the ordinary course of business and in accordance with past practices in connection with the Company’s customary employee review process; (B) may amend the Company Employee Plans to the extent required by applicable Legal Requirements; (C) may make customary bonus payments and profit sharing payments consistent with past practices in accordance with bonus and profit sharing plans existing on the date of this Agreement and (D) may make stay bonus payments to any employee not listed on Part 4.2(b)(xiii) of the Company Disclosure Schedule so long as such payments are not in excess of $25,000 to any individual employee or $250,000 in the aggregate (it being understood that such $250,000 aggregate total shall be increased by an amount, if any, equal to one-half of the sum of (1) the aggregate amount of Option Cash Consideration payable in respect of any options that are outstanding as of the date hereof that expire or are terminated after date hereof and prior to the Closing plus (2) the amount equal to the product of (aa) the number of any Unvested Company Shares outstanding as of the date hereof that expire or are terminated after the date hereof and prior to the Closing and (bb) the Per Share Merger Consideration); (xiv) hire any employee (A) with an annual base salary in excess of $100,000 or (B) at the level of executive vice president or above; (xv) other than in the ordinary course of business and consistent with past practices or as required by concurrent changes in GAAP or SEC rules and regulations, change any of its methods of accounting or accounting practices in any material respect; (xvi) (A) make or change any material Tax election, (B) enter into any settlement or compromise of any material Tax liability or (C) surrender any right to claim a material Tax refund; (xvii) prepare or file any Tax Return inconsistent with past practice or, on any such Tax Return, take any position, make any election or adopt any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods; (xviii) settle or compromise any pending or threatened suit, action, claim, arbitration, mediation, inquiry, Legal Proceeding or investigation of or against the Company or any Subsidiary of the Company, unless in connection with such settlements or compromises (A) there is no finding or admission of any violation of any Legal Requirement or the rights of any Person and (B) the sole relief provided is monetary damages not in excess of $100,000 in the aggregate; (xix) enter into any material Contract that requires the consent or approval of any Person to consummate the Contemplated Transactions; (xx) enter into a new, or amend in any material respect any existing, transaction, agreement, arrangement or understanding between (A) the Company or any Subsidiary of the Company, on the one hand, and (B) any Affiliate or Associate of the Company (other than any Subsidiary of the Company), on the other hand; or (xxi) agree or commit to take any of the actions described in clauses “(i)” through “(xx)” of this Section 4.2(b). If the Company desires to take an action that requires the prior written consent of Parent pursuant to this Section 4.2(b), which consent shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause each of the Companies to: (a) operate the Company Assets operated by it in all material respects in (i) shall deliver to Parent a written request for such written consent. Parent shall use commercially reasonable efforts to approve or deny the ordinary course consistent with past practices and (ii) compliance with all applicable Laws; (b) pay all expenses incurred with respect to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (c) collect the accounts receivable attributable to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations Company’s request as soon as reasonably practicable;, and in any event within two business days after Parent has received the Company’s request. If the Company receives no such consent or denial within two business days after Parent has received the Company’s request, Parent shall be deemed to have granted its consent to the action set forth in such request. (gc) give prompt Notice During the Pre-Closing Period, neither Parent nor any of its Subsidiaries shall (without the prior written consent of the Company, which consent shall not be unreasonably withheld) acquire or agree to Buyer acquire by merging or consolidating with, or by purchasing any controlling equity interest in, or all or substantially all of the assets of, any business or any corporation, partnership, association or other business organization or division thereof (any such transaction, a “Business Acquisition”) if such Business Acquisition would be reasonably likely to (i) any written notice result in a material delay of the termination or expiration of any material damage waiting period applicable to the Merger under the HSR Act or destruction (ii) materially increase the likelihood of the institution of an injunction of the Merger under any Antitrust Law. (d) During the Pre-Closing Period, the Company shall promptly notify Parent in writing after learning of any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely or that would reasonably be expected to have a Company Assets Material Adverse Effect. Without limiting the generality of which Seller has Knowledge and (ii) any written notice received by such the foregoing, the Company shall promptly advise Parent in writing of any material Legal Proceeding or material claim asserting any breach of contractthreatened in writing, tort commenced or violation of Law asserted against or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates with respect to the assets and operations Company. No notification given to Parent pursuant to this Section 4.2(d) shall limit or otherwise affect any of the Companies;representations, warranties, covenants or obligations of the Company contained in this Agreement. (he) give Notice to Buyer During the Pre-Closing Period, Parent shall promptly notify the Company in writing of any written notice received by Seller event, condition, fact or circumstance that would make the Companies under or as described timely satisfaction of any of the conditions set forth in Section 5.14(c); (i) give Notice 7 impossible or unlikely or that would reasonably be expected to Buyer have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any resignation material Legal Proceeding or termination of any employee of CEP Services Companymaterial claim threatened in writing, Inc. located in Tuscaloosa County, Alabama whose job responsibilities encompass the Companies commenced or the Company Assets; and (j) give Notice asserted against or with respect to Buyer of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or Parent relating to the Merger or the other Contemplated Transactions. No notification given to the Company Assetspursuant to this Section 4.2(e) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.