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 or consented to in writing by Parent (which consent will not be unreasonably withheld or delayed), the Company will, (x) conduct the Business of the Company in the Ordinary Course of Business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company will: (a) preserve and maintain all of its Material Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by the 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) use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business in all material respects; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.6 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 Parent the Buyer (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), the Company will, shall (x) conduct the Business business of the Company in the Ordinary Course ordinary course of Business business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, organization and business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company willshall: (a) preserve and maintain all of its Material PermitsAuthorizations; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by the Company it 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) use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Material Contracts relating to or affecting its properties, assets or business in all material respectsbusiness; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable LawsLegal Requirements; (i) commence a review of its financial statements for the quarterly period ending September 30, 2021, and exercise commercially reasonable efforts to respond to requests of the Independent Auditor to complete the review on or before the Closing; and (ij) not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.6 3.8 to occur.