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

Conduct of the Business Pending the Closing. Between the date hereof and the time of the Closing, except (x) as expressly required by this Agreement or (y) with the prior written consent of the Purchaser (which consent may be given or withheld in the Purchaser’s sole and absolute discretion), the Company shall, and shall cause the other Group Companies to, and the Warrantors shall cause the Group Companies to: (a) conduct the respective Businesses of the Group Companies in the ordinary course and consistent with the Group Companies’ past practice; (b) continue the respective promotional activities and pricing and purchasing policies of the Group Companies consistent with past practice; (c) maintain the validity of all the customs guarantees with respect to the Group Companies’ warehouses located in bonded areas as required by applicable Laws; (d) store and preserve all the data generated from the Group Companies’ operation in the same manner as they are currently stored and preserved; (e) renew any licenses, permits, insurance policies and contracts (including without limitation supply contracts) that have expired or will expire in a timely manner; (f) preserve all the present assets and Real Property of the Group Companies; (g) use their best efforts to (i) preserve the present business operations, organization and goodwill of the Group Companies, (ii) keep available the services of its current officers and employees, (iii) preserve the present relationships with clients of the Group Companies, and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Company or the Warrantors in this Agreement to be untrue or result in a breach of any covenant made by the Company or any Warrantor in this Agreement; (h) not change the accounting methods, estimation techniques, principles or practices affecting the reported assets, liabilities or results of operations of any Group Company or change any Group Company’s cash management procedures or management of working capital, including by accelerating collections or receivables or by delaying payment of any payables or other liabilities; and (i) not take any action if such action would constitute a breach of the representations and warranties set forth in Section 3.9.

Conduct of the Business Pending the Closing. Between From the date hereof and the time of until the Closing, except (xi) as expressly required by this Agreement Agreement, (ii) for any actions set forth in Section 5.2 of the Disclosure Schedule, (iii) for actions taken to implement or (y) give effect to the Step Plan in compliance with the prior written consent terms and conditions of the Purchaser this Agreement, (iv) as otherwise consented to by Buyer in writing (which consent may shall not be given unreasonably withheld, conditioned or withheld in the Purchaser’s sole and absolute discretion)delayed) or (v) as is required to comply with applicable Law, the Company shall, and Parent shall cause each of the other Group Companies to, and the Warrantors shall cause the Group Companies tofollowing to occur: (a) conduct The Companies and the respective Businesses of the Group Companies Subsidiaries will operate their business in the ordinary course and consistent with the Group Companies’ past practice; (b) continue the respective promotional activities and pricing and purchasing policies of the Group Companies business on a basis consistent with past practice; practice and (c) maintain the validity of all the customs guarantees with respect to the Group Companies’ warehouses located in bonded areas as required by applicable Laws; (d) store and preserve all the data generated from the Group Companies’ operation in the same manner as they are currently stored and preserved; (e) renew any licenses, permits, insurance policies and contracts (including without limitation supply contracts) that have expired or will expire in a timely manner; (f) preserve all the present assets and Real Property of the Group Companies; (gx) use their reasonable best efforts to (i) preserve the intact their present business operations, organization and goodwill of the Group Companiesorganization, (ii) maintain in effect all of their foreign, federal, state and local Permits, (iii) keep available the services of its current their directors, officers and employeesemployees including maintaining applicable visas where necessary, (iii) preserve the present relationships with clients of the Group Companies, and (iv) not engage in any practicemaintain satisfactory relationships with their customers, take any actionlenders, fail to take any action or enter into any transaction suppliers and others with which could cause any representation or warranty they have material business relationships, (v) maintain satisfactory relationships with relevant trade unions and other employee representative groups, (vi) manage their working capital (including the timing of collection of accounts receivable and of the Company or payment of accounts payable and the Warrantors management of inventory) in this Agreement to be untrue or result in a breach the ordinary course of any covenant made business consistent with past practice and (vi) manage their contractual obligations (including the timing of performance of such contractual obligations by the Companies and Subsidiaries and counterparties thereto) in the ordinary course of business consistent with past practice and (y) maintain the Company or any Warrantor Facilities and make capital expenditures in this Agreementthe ordinary course of business consistent with past practices taking into account the performance of the Business; (hb) The Companies and the Subsidiaries shall not change the accounting methodsamend their articles of incorporation, estimation techniques, principles or practices affecting the reported assets, liabilities or results of operations of any Group Company or change any Group Company’s cash management procedures or management of working capital, including by accelerating collections or receivables or by delaying payment of any payables bylaws or other liabilities; and similar organizational documents (i) not take any action if such action would constitute a breach of the representations and warranties set forth in Section 3.9.whether by merger, consolidation or otherwise);

Conduct of the Business Pending the Closing. Between the date hereof and the time earlier of the ClosingClosing and termination of this Agreement pursuant to Section 7.1, except (x) as expressly required by this Agreement or (y) with the prior written consent of the Purchaser Parent (which consent may shall not be given unreasonably withheld, delayed or withheld in the Purchaser’s sole and absolute discretionconditioned), the Company shall, and shall cause the other Group Companies to, and the Warrantors Founder Parties shall cause the Group Companies to: (a) conduct the respective Businesses of the Group Companies in the ordinary course and consistent with the Group Companies’ past practicepractice in all material respects; (b) continue maintain the respective promotional activities validity of, and pricing renew, any licenses, Permits, insurance policies and purchasing policies of Contracts that have expired or will expire in a timely manner to the Group Companies extent in the ordinary course and consistent with past practice; (c) maintain the validity of all the customs guarantees with respect to the Group Companies’ warehouses located in bonded areas as required by applicable Laws; (d) store and preserve all the data generated from the Group Companies’ operation in the same manner as they are currently stored and preserved; (e) renew any licenses, permits, insurance policies and contracts (including without limitation supply contracts) that have expired or will expire in a timely manner; (f) preserve all the present assets and Real Property of the Group Companies; (g) use their best respective commercially reasonable efforts to (i) preserve the present business operations, organization organization, assets and goodwill of the Group Companies, (ii) keep available the services of its current officers and employees, (iii) preserve the present relationships with clients customers of the Group Companies, and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Company or the Warrantors any Warrantor in this Agreement to be untrue or result in a breach of any covenant made by the Company or any Warrantor in this AgreementAgreement in all material respects; (hd) not change the accounting methods, estimation techniques, principles or practices affecting the reported assets, liabilities or results of operations of any Group Company or change any Group Company’s cash management procedures or management of working capital, including by accelerating collections or receivables or by delaying payment of any payables or other liabilities, other than such changes required by the Applicable Accounting Standard; and (ie) not take any action if such action would constitute a material breach of the representations and warranties set forth in Section 3.93.11.