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 Buyer (which consent shall not be unreasonably withheld or delayed), each of the Members shall, and shall cause each Acquired Company to: (i) conduct the Business of the Acquired Companies in the Ordinary Course; and (ii) use reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, the Members shall cause each Acquired Company to: (a) preserve and maintain all its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the Assets owned, operated or used by such Acquired Company 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 such Acquired Company to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit such Acquired Company to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements; (j) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager or (B) grant any severance or termination pay to any director, officer or manager or any other employee; (k) comply in all material respects with all applicable Laws; and (l) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 to occur.

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 Buyer (which consent shall not may be unreasonably conditioned, withheld or delayed), each of and except as contemplated by the Members Pre-Closing Reorganization, the Shareholders shall, and shall cause each Acquired Company to: (i) conduct the Business of the Acquired Companies in the Ordinary Course; and (ii) use reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, the Members shall cause each Acquired Company to: (a) preserve promptly notify Buyer in writing of any: (i) fact, circumstance, event or action the existence, occurrence or taking of which (A) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company or the Shareholders hereunder not being true and maintain all its Permitscorrect, or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 8.2 to be satisfied; (ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) Actions commenced or, to the Shareholders’ knowledge, threatened against, relating to or involving or otherwise affecting the Shareholders or the Company that relates to the consummation of the transactions contemplated by this Agreement. (b) pay its debts, Taxes and other obligations when due; (c) maintain the Assets assets owned, operated or used by such Acquired Company in the same condition as they were on Company, including the date of this Agreement, subject to reasonable wear and tearCaptor Retail Shares; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Lawnot enter into any Contracts; (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 books and Records records in accordance with past practice; (hf) not make any payment, loans, advances or capital contributions to any Person; (ig) not (A) make, change or revoke, or permit such Acquired the Company to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit such Acquired the Company to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in as required by Laws related to Taxes or accounting requirements; (h) not retain any employee, contractor or consultants; (i) not appoint or elect any officer or director; (j) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager or (B) grant any bonus, severance or termination pay or any other compensation to any director, officer or manager or any other employee;; and (k) comply in all material respects with all applicable Laws; and (l) not take or permit any action that would cause any . Notwithstanding the foregoing, ▇▇▇▇▇ acknowledges and agrees none of the changes, events or conditions described foregoing interim period covenants shall restrict the operation of the operating subsidiaries of the Company in Section 4.8 to occurthe ordinary course.

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 Buyer Purchaser (which consent shall not be unreasonably withheld or delayed), each of the Members Corporation shall, and shall cause each Acquired Company to: (ix) conduct the Business of the Acquired Companies Corporation in the Ordinary Course; and (iiy) use commercially reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies Corporation and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired CompaniesCorporation. Without limiting the foregoing, from the date hereof until the Closing Date, the Members Corporation and the Vendors shall cause each Acquired Company the Corporation to: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the Assets owned, operated or used by such Acquired Company 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 of 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 PersonPerson other than Related Party Debt; (i) not (A) make, change or revoke, or permit such Acquired Company 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 (B) make, or permit such Acquired Company the Corporation to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in as required by Laws related to Taxes or accounting requirements; (j) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager except as contemplated by Section 6.1(j) of the Corporation Disclosure Schedules or (B) grant any severance or termination pay to any director, officer or manager or any other employeeEmployee; (k) comply in all material respects with all applicable Laws; and (l) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 3.8 to occur.

Conduct of Business Before the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Purchasers (which consent shall not be unreasonably withheld or delayed), each of the Members Vendors shall, and shall cause each Acquired the Company to: (i) conduct the Business of the Acquired Companies Company in the Ordinary CourseCourse consistent with past practice; and (ii) use commercially reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired CompaniesCompany. Without limiting the foregoing, from the date hereof until the Closing Date, each of the Members Vendors shall cause each Acquired the Company to: (ai) preserve and maintain all of its Permits; (bii) pay its debts, Taxes and other obligations when due; (ciii) maintain the Assets owned, operated or used by such Acquired the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (div) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (ev) defend and protect its Assets from infringement or usurpation; (fvi) perform all of its obligations under all Contracts relating to or affecting its Assets or Business; (gvii) maintain the Books and Records in accordance with past practice; (hviii) not make any loans, advances or capital contributions to any Person; (iix) not (A) make, change or revoke, or permit such Acquired the Company to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit such Acquired the Company to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements; (jx) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager or (B) grant any severance or termination pay to any director, officer or manager or any other employee;employee except in the case of (A) as required under any existing Contract or Benefit Plan or as required by Law; and (kxi) comply in all material respects with all applicable Laws; and (l) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 to occur.

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 Buyer Purchaser (which consent shall not be unreasonably withheld or delayed), each of the Members Vendors shall, and shall cause each Acquired Company ALPS Entity to: (i) conduct the Business of the Acquired Companies ALPS Entities in the Ordinary Course; and (ii) use commercially reasonable best efforts to maintain and preserve intact the current organization and Business of the Acquired Companies ALPS Entities and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Acquired CompaniesALPS Entities. Without limiting the foregoing, from the date hereof until the Closing Date, the Members shall Vendors shall, unless required in the Ordinary Course, cause each Acquired Company ALPS Entity to: (a) preserve and maintain all its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the Assets owned, operated or used by such Acquired Company ALPS Entity 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) reasonably defend and protect its Assets from infringement or usurpation; (f) perform all of its material 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 such Acquired Company ALPS Entity to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit such Acquired Company ALPS Entity to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements; (j) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager or (B) grant any severance or termination pay to any director, officer or manager or any other employeeemployee except in the case of (A) as required under any existing Contract or Benefit Plan or as required by Law; (k) comply in all material respects with all applicable Laws; and (l) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 3.9 to occur.