Common use of Conduct of Business Before the Closing Clause in Contracts

Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), each of the Vendor and the Purchaser shall, and the Vendor shall cause the Corporation to: (a) conduct its business in the ordinary course consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact its current organization and business and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with it. Without limiting the generality of the foregoing, from the date hereof until the Closing, Vendor shall cause the Corporation to: a) use commercially reasonable best efforts, including without limitation to make all necessary filings, to preserve and maintain the Standard Processing License; b) pay its debts, Taxes and other obligations when due; c) maintain the Assets owned, operated or used by the Corporation in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; e) defend and protect its Assets from infringement or usurpation; f) perform all its obligations under all contracts relating to or affecting its Assets or Business; g) maintain the Books and Records in accordance with past practice; h) not make any loans, advances or capital contributions to any Person; i) not (A) make, change or revoke, or permit the Corporation to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or

Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), each of the Vendor and the Purchaser AGB shall, and the Vendor shall cause the Corporation to: (ai) conduct its the business of AGB in the ordinary course of business consistent with past practice, including the pursuit of small- scale mineral production; and (bii) use reasonable best efforts to maintain and preserve intact its the current organization and business of AGB and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with itAGB. Without limiting the generality of the foregoing, from the date hereof until the ClosingClosing Date, Vendor shall cause the Corporation AGB to: (a) use commercially reasonable best efforts, including without limitation to make all necessary filings, to preserve and maintain all of its licenses rights, concessions and permits, including, without limitation, the Standard Processing LicenseLicense Application, in all material respects; (b) except for deferred payments in respect of the Lease as disclosed in Schedule 5.01(b) of the Disclosure Schedule, pay its debts, Taxes debts and other obligations when duedue in accordance with normal business practice; (c) maintain the Assets properties and assets owned, operated or used by the Corporation AGB in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; e) defend and protect its Assets properties and assets from infringement or usurpation; f(e) perform all of its obligations under all contracts Material Contracts relating to or affecting its Assets properties, assets or Businessbusiness; g(f) maintain the Books its books and Records records in accordance with past practice; (g) comply in all material respects with all applicable Laws, including, without limitation, with reporting and other requirements under the ACMPR with respect to the License Application; and (h) not make any loans, advances or capital contributions to any Person; i) not (A) make, change or revoke, take or permit any action that would cause any of the Corporation changes, events or conditions described in Section 3.07 to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law oroccur.