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

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a), (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall conduct the Business in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with customers and suppliers of the Business. (b) Except (1) as set forth on Schedule 8.2(b), (2) as required by applicable Law, (3) as otherwise contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall not, solely as it relates to the Business: (i) increase salaries or wages, declare bonuses, increase benefits, or institute any new benefit plan or program, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practices; (ii) sell, lease, transfer, mortgage, encumber, alienate or dispose of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closings; (iii) transfer any inventory into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) agree to do anything prohibited by this Section 8.2.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a)5.1, (2) as required by applicable Law, (3) as otherwise expressly contemplated required by this Agreement or (4) with the prior written consent of Purchaser Buyer, Seller shall, and shall cause the Selling Affiliates to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Business (including with respect to working capital, Inventory and provision of Overhead and Shared Services) and maintain the Real Property, in each case, in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill operations of the Business, Business and (B) preserve the present relationships with customers customers, suppliers, distributors, landlords, key employees and suppliers others having relationships with the Business; and (iii) comply in all material respects with all of the Businessterms and conditions of the Real Property Leases applicable to the tenant thereunder. (b) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(b)5.1, (2) as required by applicable Law, (3) as otherwise contemplated required by this Agreement (other than Section 5.1(a)), or (4) to the extent undertaken after the date that is nine (9) months following the date hereof, with the prior written consent of Purchaser Buyer (which consent consent, in the case of this clause (4), shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers with respect to the Business, Seller shall not, solely as it relates and shall cause the Selling Affiliates to the Businessnot: (i) increase salaries sell, assign, license, transfer, convey, lease or wagesotherwise dispose of any portion of the property and assets of the Business that would otherwise be Purchased Assets at Closing having a replacement cost of more than Five Hundred Thousand Dollars ($500,000), declare bonusesexcept in each case for (x) sales of inventory in the Ordinary Course of Business, increase benefits(y) for the purpose of disposing of obsolete, worthless or damaged assets or (z) reduction of prepaid expenses, deposits and refunds (including advances to suppliers) in the Ordinary Course of Business; (ii) permit any new Encumbrance on any of the Purchased Assets other than Permitted Encumbrances and Encumbrances which shall terminate or otherwise be removed as of the Closing; (iii) make any change in accounting methods, principles or practices affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may be required by Law or GAAP; (iv) except with respect to the Excluded Assets and the Excluded Liabilities, settle or compromise any Action with respect to the Business in excess of Fifty Thousand Dollars ($50,000) individually, or institute any new benefit plan or program, Five Hundred Thousand Dollars ($500,000) in the aggregate; (v) except as required under a Material Contract and consistent with the Business’ existing capital expenditures budget made available to Buyer in the on-line data room prior to the date hereof, enter into any commitment for capital expenditures of the Business in excess of Five Hundred Thousand Dollars ($500,000) for all commitments in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (vi) either (A) enter into any lease of real property for use in the Business, (B) enter into any Contract that would be a Material Contract if entered into prior to the date hereof (other than, in the case of clause (B), Material Contracts identified in clause (v), (vi) and (x) of the definition of Material Contracts and purchase orders that are the subject of Section 5.1(b)(xix) that would be Material Contracts solely pursuant to clause (ii)(x) of the definition of Material Contracts, but in each case solely to the extent the subject of such Material Contract is otherwise addressed by lawSections 5.1(b)(i), (ii), (iv), (xvi) or (xix)), (C) amend (other than ministerial amendments) or terminate, any such Material Contract or Real Property Lease or (D) except as required under a Material Contract set forth on Schedule 5.1, pay or commit to pay to any customer or potential customer of the Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the number of years over which such payment or cost is payable) for all customers and potential customers of the Business, whether paid, committed to pay, earned as a rebate over time, or settled by way of credit notes; (vii) assign any Real Property Leases or enter into any sublease of the premises covered by the Real Property Leases; (viii) other than in the Ordinary Course of Business, undertake any alterations or improvements to the Owned Real Property or Real Property subject to a Real Property Lease in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (ix) except for changes or modifications of an administrative or ministerial nature and changes or modifications which would not reasonably be expected to have an adverse impact on the Business or the working capital of the Business, change or modify its now existing credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables in a manner inconsistent with its now existing practices; (x) make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Business Employee except for payments that were already accrued prior to the date hereof or are required by the terms of previously existing contractsany Benefit Plan referred to on Schedule 3.12(a); (xi) increase the compensation payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any Business Employee (including through any amendment, modification, replacement or other change to the terms of any compensation plan or arrangement) except for (A) such increases that are required in accordance with past practicesthe terms of any Benefit Plan, (B) such increases as are required pursuant to the terms of any employment agreement that has been made available to Buyer prior to the date hereof in the on-line data room, (C) normal annual payroll adjustments in the Ordinary Course of Business not to exceed three percent (3%) in the aggregate, per calendar year, and (D) compensation adjustments in the Ordinary Course of Business to reflect promotions; (iixii) sellexcept for administrative or ministerial amendments, leasemodifications, transfer, mortgage, encumber, alienate terminations or dispose replacements not changing the substantive terms of any Purchased Assets except Benefit Plan, establish, adopt, enter into, amend or terminate any Benefit Plan or any collective bargaining, thrift or other plan, agreement, trust or fund for sales the benefit of Inventoryany Business Employee (in each case, Permitted Exceptionsother than with respect to compensation payable (including wages, salaries, bonuses or any other remuneration) that is the subject of Section 5.1(b)(xi)), if the cost to the Business in the aggregate for all such changes is not in excess of two percent (2%) (on a per annum basis) of the cost to the Business in the aggregate (on a per annum basis) for all such Benefit Plans as of the date hereof, and normally scheduled store closingsthe effect of such change would not benefit any individual Business Employee in a materially disproportionate manner as compared to other Business Employees; (iiixiii) transfer hire or agree to employ any inventory employee in respect of the Business other than in the Ordinary Course of Business; (xiv) pay, discharge, settle or satisfy any Liability which if not so discharged, settled or satisfied, would be an Assumed Liability, other than in the Ordinary Course of Business or if such discharge, settlement or satisfaction would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or Assumed Liabilities; (xv) enter into any transaction, or otherwise take any action that would constitute or result in an Assumed Liability except in the Ordinary Course of Business; (xvi) incur, assume, guaranty or modify any Indebtedness pertaining to the Purchased Assets or the Business, except with respect to Indebtedness which shall be either (x) paid in full in cash, terminated or otherwise removed at or prior to the Closing or (y) taken into account as a current liability in the calculation of Closing Working Capital; (xvii) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of any Business Employees (other than employee terminations in the Ordinary Course of Business); (xviii) (A) make any Tax election with respect to the Business other than in the Ordinary Course of Business, (B) change its method of Tax accounting with respect to the Business in a manner that would be reasonably expected to adversely affect the Taxes or Tax Liabilities with respect to the Business in a material respect for a Post-Closing Tax Period, or (C) settle any claims relating to Taxes with respect to the Business that, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000); (xix) enter into (A) any purchase order that would be a Purchased Contract hereunder with any customer of the stores that are subject Business or supplier of the Business containing obligations or commitments of Seller or any Selling Affiliate to the Real Property Leases from any store applicable customer or supplier that is not subject terminable without penalty within one hundred twenty (120) days or cannot be performed in full within one hundred twenty (120) days (in each case, excluding any product transit time in such calculation of days) or (B) any agreement to provide replacement logistics and distribution services currently provided by the Real Property LeasesDistribution Agreement except as otherwise permitted by Section 5.9; andor (ivxx) agree enter into any agreement or otherwise make a commitment to do anything prohibited by Sections 5.1(b)(i)–(xix). (c) For the avoidance of doubt, nothing contained in this Section 8.25.1 shall (i) prohibit any dividends or other distributions of cash generated from the operations of the Business (or any cash sweeps or similar treasury functions to transfer cash) from Seller or Selling Affiliates to any of their respective Affiliates, (ii) be applicable if solely related to the Excluded Businesses, Excluded Assets or Excluded Liabilities and would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or the Assumed Liabilities, (iii) restrict any repayment of Indebtedness, (iv) limit the termination of any Real Property Lease upon the exercise by any landlord under any Real Property Lease of a right to terminate a Real Property Lease to which it is a party or (v) limit or prohibit any of Seller’s or its Affiliates’ activities relating to their respective factoring arrangements in the Ordinary Course of Business.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1I) as set forth on permitted by Schedule 8.2(a)4.2, (2II) as required by applicable Applicable Law, (3III) as otherwise expressly required or expressly contemplated by this Agreement or any other Transaction Document, (4IV) with the prior written consent of Purchaser DNLLC (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers or (V) to the extent expressly contemplated by the Pre-Closing Restructuring, EchoStar shall, and shall cause its Subsidiaries to, (i) conduct the EB Business and the ET Business only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition ; and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their its commercially reasonable efforts to (A) preserve the present business operationsoperations of, Assets primarily related to, and organization and goodwill of of, in each case, the EB Business and the ET Business, and (B) preserve the present relationships with customers customers, licensors, vendors, distributors and suppliers to the extent primarily related to the EB Business and the ET Business and other third parties having a business relationship with the EB Business and the ET Business, (C) preserve the EB Business and the ET Business and their respective business organization intact and retain the respective Permits to the extent related to the EB Business and the ET Business and (D) keep available the services of the employees of the EB Business and the ET Business, in the case of (A) through (D), in all material respects. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (b) Except Without limiting the generality of Section 4.2(a), and in furtherance of Section 4.2(a), except (1I) as set forth on expressly permitted by Schedule 8.2(b)4.2, (2) as required by applicable Law, (3II) as otherwise expressly required or contemplated by this Agreement or any other Transaction Document, (4III) with the prior written consent of Purchaser DNLLC (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers (IV) as required by Applicable Law, or (V) to the extent contemplated by the Pre-Closing Restructuring, each EchoStar Party shall not, solely as it relates to the Businessand shall cause each of their Subsidiaries not to: (i) increase salaries or wages, declare bonuses, increase benefits, or institute any new benefit plan or program, except as required by law, as required by the terms of previously existing contracts, or in accordance with past practices; (ii) sell, lease, transfer, mortgage, encumber, alienate or dispose of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closings; (iii) transfer any inventory into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) agree to do anything prohibited by this Section 8.2.

Conduct of the Business Pending the Closing. (a) Prior to the Closing, except (1) as set forth on Schedule 8.2(a)5.1, (2) as required by applicable Law, (3) as otherwise expressly contemplated required by this Agreement or (4) with the prior written consent of Purchaser Buyer, Seller shall, and shall cause the Selling Affiliates to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Business (including with respect to working capital, Inventory and provision of Overhead and Shared Services) and maintain the Real Property, in each case, in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their its commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill operations of the Business, Business and (B) preserve the present relationships with customers customers, suppliers, distributors, landlords, key employees and suppliers others having relationships with the Business; and (iii) comply in all material respects with all of the Businessterms and conditions of the Real Property Leases applicable to the tenant thereunder. (b) Except Prior to the Closing, except (1) as set forth on Schedule 8.2(b)5.1, (2) as required by applicable Law, (3) as otherwise contemplated required by this Agreement (other than Section 5.1(a)), or (4) to the extent undertaken after the date that is nine (9) months following the date hereof, with the prior written consent of Purchaser Buyer (which consent consent, in the case of this clause (4), shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), Sellers with respect to the Business, Seller shall not, solely as it relates and shall cause the Selling Affiliates to the Businessnot: (i) increase salaries sell, assign, license, transfer, convey, lease or wagesotherwise dispose of any portion of the property and assets of the Business that would otherwise be Purchased Assets at Closing having a replacement cost of more than Five Hundred Thousand Dollars ($500,000), declare bonusesexcept in each case for (x) sales of inventory in the Ordinary Course of Business, increase benefits(y) for the purpose of disposing of obsolete, worthless or damaged assets or (z) reduction of prepaid expenses, deposits and refunds (including advances to suppliers) in the Ordinary Course of Business; (ii) permit any new Encumbrance on any of the Purchased Assets other than Permitted Encumbrances and Encumbrances which shall terminate or otherwise be removed as of the Closing; (iii) make any change in accounting methods, principles or practices affecting the consolidated assets, liabilities or results of operations of the Business, except insofar as may be required by Law or GAAP; (iv) except with respect to the Excluded Assets and the Excluded Liabilities, settle or compromise any Action with respect to the Business in excess of Fifty Thousand Dollars ($50,000) individually, or institute any new benefit plan or program, Five Hundred Thousand Dollars ($500,000) in the aggregate; (v) except as required under a Material Contract and consistent with the Business’ existing capital expenditures budget made available to Buyer in the on-line data room prior to the date hereof, enter into any commitment for capital expenditures of the Business in excess of Five Hundred Thousand Dollars ($500,000) for all commitments in the aggregate, other than to replace or repair obsolete, worthless or damaged assets; (vi) either (A) enter into any lease of real property for use in the Business, (B) enter into any Contract that would be a Material Contract if entered into prior to the date hereof (other than, in the case of clause (B), Material Contracts identified in clause (v), (vi) and (x) of the definition of Material Contracts and purchase orders that are the subject of Section 5.1(b)(xix) that would be Material Contracts solely pursuant to clause (ii)(x) of the definition of Material Contracts, but in each case solely to the extent the subject of such Material Contract is otherwise addressed by lawSections 5.1(b)(i), (ii), (iv), (xvi) or (xix)), (C) amend (other than ministerial amendments) or terminate, any such Material Contract or Real Property Lease or (D) except as required under a Material Contract set forth on Schedule 5.1, pay or commit to pay to any customer or potential customer of the Business any signing bonus, business development payment, upfront payment, stock lift commitment or similar payment or cost to obtain or retain business, which payment, cost or commitment to pay is in excess of Five Hundred Thousand Dollars ($500,000) individually or Two Million Dollars ($2,000,000) in the aggregate (irrespective of the number of years over which such payment or cost is payable) for all customers and potential customers of the Business, whether paid, committed to pay, earned as a rebate over time, or settled by way of credit notes; (vii) assign any Real Property Leases or enter into any sublease of the premises covered by the Real Property Leases; (viii) other than in the Ordinary Course of Business, undertake any alterations or improvements to the Owned Real Property or Real Property subject to a Real Property Lease in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate; (ix) except for changes or modifications of an administrative or ministerial nature and changes or modifications which would not reasonably be expected to have an adverse impact on the Business or the working capital of the Business, change or modify its now existing credit, collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables in a manner inconsistent with its now existing practices; (x) make any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any Business Employee except for payments that were already accrued prior to the date hereof or are required by the terms of previously existing contractsany Benefit Plan referred to on Schedule 3.12(a); (xi) increase the compensation payable (including wages, salaries, bonuses or any other remuneration) or to become payable to any Business Employee (including through any amendment, modification, replacement or other change to the terms of any compensation plan or arrangement) except for (A) such increases that are required in accordance with past practicesthe terms of any Benefit Plan, (B) such increases as are required pursuant to the terms of any employment agreement that has been made available to Buyer prior to the date hereof in the on-line data room, (C) normal annual payroll adjustments in the Ordinary Course of Business not to exceed three percent (3%) in the aggregate, per calendar year, and (D) compensation adjustments in the Ordinary Course of Business to reflect promotions; (iixii) sellexcept for administrative or ministerial amendments, leasemodifications, transfer, mortgage, encumber, alienate terminations or dispose replacements not changing the substantive terms of any Purchased Assets except Benefit Plan, establish, adopt, enter into, amend or terminate any Benefit Plan or any collective bargaining, thrift or other plan, agreement, trust or fund for sales the benefit of Inventoryany Business Employee (in each case, Permitted Exceptionsother than with respect to compensation payable (including wages, salaries, bonuses or any other remuneration) that is the subject of Section 5.1(b)(xi)), if the cost to the Business in the aggregate for all such changes is not in excess of two percent (2%) (on a per annum basis) of the cost to the Business in the aggregate (on a per annum basis) for all such Benefit Plans as of the date hereof, and normally scheduled store closingsthe effect of such change would not benefit any individual Business Employee in a materially disproportionate manner as compared to other Business Employees; (iiixiii) transfer hire or agree to employ any inventory employee in respect of the Business other than in the Ordinary Course of Business; (xiv) pay, discharge, settle or satisfy any Liability which if not so discharged, settled or satisfied, would be an Assumed Liability, other than in the Ordinary Course of Business or if such discharge, settlement or satisfaction would not reasonably be expected to have any adverse impact on the Business, the Purchased Assets or Assumed Liabilities; (xv) enter into any transaction, or otherwise take any action that would constitute or result in an Assumed Liability except in the Ordinary Course of the stores that are subject Business; (xvi) incur, assume, guaranty or modify any Indebtedness pertaining to the Real Property Leases from any store that is not subject Purchased Assets or the Business, except with respect to Indebtedness which shall be either (x) paid in full in cash, terminated or otherwise removed at or prior to the Real Property Leases; andClosing or (y) taken into account as a current liability in the calculation of Closing Working Capital; (ivxvii) agree plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of any Business Employees (other than employee terminations in the Ordinary Course of Business); (xviii) (A) make any Tax election with respect to do anything prohibited by this Section 8.2.the Business other than in the Ordinary Course of Business, (B) change its method of Tax accounting with respect to the Business in a manner that would be reasonably expected to adversely affect the Taxes or Tax Liabilities with respect to the Business in a material respect for a Post-Closing Tax Period, or (C) settle any claims relating to Taxes with respect to the Business that, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000);

Conduct of the Business Pending the Closing. (a) Prior to Until the Closingearlier of the Closing and termination of this Agreement, except (1) as set forth on Schedule 8.2(a)required by applicable Law or Assignors’ fiduciary duties, (2) as required by applicable Law, (3) as otherwise expressly contemplated by this Agreement Agreement, (3) as otherwise set forth in the Wind Down Plans, or (4) with the prior written consent of Purchaser (NB Group, which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall : (a) Assignors shall: (i) conduct the Business in all material respects only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Business, and (B) preserve the present relationships with employees, customers and suppliers of the Business., including the Relationships; and (b) Except (1) as set forth on Schedule 8.2(b), (2) as required by applicable Law, (3) as otherwise contemplated by this Agreement or (4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers Assignors shall not, solely as it relates to the Business: (i) increase salaries amend, modify, waive or wagesterminate any Governing Instrument or Transferred Contract other than in the Ordinary Course of Business (and Assignors shall provide prompt written notice to NB Group of any such amendment, declare bonusesmodification, increase benefitswaiver or termination made prior to Closing, including a correct and complete copy of any amended instrument or institute any new benefit plan the applicable waiver or program, except as required by lawtermination thereof, as required by the terms of previously existing contracts, or in accordance with past practicesapplicable); (ii) sell, leasetransfer, assign or otherwise dispose of any Relationship, or resign as trustee, independent fiduciary, investment manager or similar fiduciary under any Governing instrument with respect to any Relationship; except that Assignors may sell, transfer, mortgageassign, encumberdispose or resign (A) to the extent required by Law, alienate or dispose of (B) if the applicable client indicates that it will not consent to the NB Trust Companies succeeding to the Relationship, provided that Assignors provide NB Group the opportunity to negotiate any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closingssuch consent directly with any such client; (iii) materially increase the annual level of direct or indirect compensation of any ▇▇▇▇▇▇ Trust Employee; (iv) subject to Section 8.1, and except for the retention bonus agreements as set forth in Schedule 7.2(b)(iv), enter into any employment, deferred compensation, severance, consulting, non-competition or similar contract, plan or arrangement or agreement (or amend any such contract, plan, arrangement or agreement) involving any such ▇▇▇▇▇▇ Trust Employee, except, in each case, as required by applicable Law from time to time in effect or pursuant to any existing employee benefit plan in which such ▇▇▇▇▇▇ Trust Employee participates as of the date hereof; (v) without limiting Section 7.2(b)(ii), sell, transfer any inventory into or license any of the stores that Transferred Assets, other than any such transactions as are subject to in the Real Property Leases from any store that is not subject to the Real Property Leases; andOrdinary Course of Business and at market terms and conditions; (ivvi) cancel or compromise any material debt or claim or waive or release any material right of any Assignor that constitutes a Transferred Asset except in the Ordinary Course of Business; (vii) take any action that could reasonably be expected to result in the creation of any material Liability, or materially increase the Liability associated with, any Assumed Liability; (viii) subject any of the Transferred Assets to a Lien (other than Permitted Exceptions); or (ix) agree to do anything prohibited by this Section 8.27.2(b).

Conduct of the Business Pending the Closing. (a) Prior to From and including the Closingdate of this Agreement until the Closing Date or earlier termination of this Agreement, except (1i) as set forth on Schedule 8.2(a)7.2, (2ii) as to the extent required by applicable Law, (3) as otherwise expressly contemplated by Law or this Agreement (including taking all necessary action to allow for the issuance of Additional Shares pursuant to Section 7.18) or (4iii) with the prior written consent of Purchaser the Purchasers, the Sellers and the Sellers’ Parent shall, subject to Section 7.17, cause the Company to: (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall i) conduct the Company’s Business only in the Ordinary Course of Business, and: (i) maintain the Purchased Assets in good operating condition and repair and continue normal maintenance, normal wear and tear excepted; and; (ii) use their commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company (including relationships with suppliers, customers, licensors, licensees, and other business relationships and, in the Ordinary Course of Business, to keep available the services of the Company’s employees); (iii) maintain and operate the Network Assets in the same manner in all material respects as the network is maintained and operated on the date hereof, including renewal, preservation, and acquisition of Other Concessions and the disposition or surrender of Other Concessions that are used for radio backhaul as appropriate to configure Network Assets in the Ordinary Course of Business; and (Biv) use commercially reasonable efforts to comply with applicable Law and the Company Concessions and preserve the present relationships with customers Company Concessions and suppliers of the Businessrenew Company Concessions that are expiring. (b) Except From the date of this Agreement until the Closing Date or earlier termination of this Agreement, except (1i) as set forth on Schedule 8.2(b)7.2, (2ii) as to the extent required by applicable Law, (3) as otherwise contemplated by Law or this Agreement or (4iii) with the prior written consent of Purchaser the Purchasers, the Sellers shall, subject to Section 7.17, not permit the Company to do any of the following: (i) declare, set aside, make or pay any dividend or other distribution in respect of any Shares or repurchase, redeem or otherwise acquire or retire any outstanding Shares or other securities of, or other ownership interests in, the Company; (ii) transfer, issue, sell or dispose of any Shares or other securities of the Company or grant options, warrants, calls or other rights to purchase or otherwise acquire any Shares or other securities of the Company; (iii) effect any recapitalization, reclassification or like change in its capitalization; (iv) amend its certificate of incorporation or by-laws or other organizational documents; (v) (A) increase the compensation of any of its present or former directors, officers or employees, (B) grant any bonus, benefit or other direct or indirect compensation to any of its present or former directors, officers or employees, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of its present or former directors, officers or employees or otherwise modify or amend or terminate any such plan or arrangement or (D) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) involving any of its present or former directors, officers or employees, except, in each case, to the extent required by applicable Law or by the terms of any Employee Plan in effect on the date of this Agreement; (vi) subject any of its (A) material properties or assets (whether tangible or intangible) to a Lien, except for Permitted Liens (other than Liens securing Company Debt) or (B) other assets to Liens except for Liens incurred in the Ordinary Course of Business not securing Company Debt; (vii) (A) acquire any material properties, rights, spectrum, or other assets, in each case other than any Network Assets in the Ordinary Course of Business, or (B) sell, assign, license, transfer, convey, lease, allow the expiration or lapse of, or otherwise dispose of any of its properties, rights, spectrum, Company Concessions or assets (except (1) sales of inventory to customers in the Ordinary Course of Business or (2) sales of obsolete or worthless assets or inventory which shall not, individually or in the aggregate, exceed $1,000,000); (viii) other than in the Ordinary Course of Business, cancel or compromise any material debt or claim or waive or release any material right of the Company; (ix) enter into any merger, consolidation or similar transaction with any other Person or acquire the securities or a material portion of the assets of any other Person; (x) (A) make or rescind any election relating to Taxes, (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation or audit controversy that is material relating to Taxes, provided that the Purchasers’ consent shall not be unreasonably withheldconditioned, withheld or delayed or conditionedwith respect to any of the items referred to in clause (B) of this Section 7.2(b)(x), Sellers shall not, solely as it relates (C) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment relating to the Business:Company or, (D) except as required by a change in applicable Law or Peruvian GAAP, make any material change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; (ixi) increase salaries enter into, terminate, extend, modify or wagesamend any Material Contract, declare bonusesexcept in the Ordinary Course of Business; (xii) enter into, increase benefitsterminate, extend, modify or amend any Related Party Transaction; (xiii) make any loans, advances or capital contributions to, or institute investments in, any new benefit plan other Person; (xiv) settle or programcompromise any Legal Proceeding, except in the Ordinary Course of Business if the cash payment(s) for settlement or compromise of any Legal Proceeding do not exceed $3,000,000 and are paid prior to the Closing; (xv) change any of its accounting principles or practices, except as required by law, as required by a change in Peruvian GAAP after the terms date of previously existing contracts, or in accordance with past practicesthis Agreement; (iixvi) sell, lease, transfer, mortgage, encumber, alienate or dispose enter into any business outside of any Purchased Assets except for sales of Inventory, Permitted Exceptions, and normally scheduled store closingsthe Company’s Business; (iiixvii) transfer fail to maintain the Insurance Policies in full force and effect; or (xviii) incur any inventory deferred Liabilities, prepaid assets or deferred assets outside the Ordinary Course of Business; (xix) enter into any of the stores that are subject to the Real Property Leases from any store that is not subject to the Real Property Leases; and (iv) Contract, or otherwise agree or commit, to do anything prohibited by this Section 8.27.2.