Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall (except with the prior written consent of the Buyers): (i) operate the Business in the ordinary course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus (COVID-19)); (ii) operate the Business in compliance in all material respects with all Laws; (iii) maintain the Purchased Assets in operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, customers and suppliers of the Business; (vi) administer and operate the Business in accordance with all Permits and use commercially reasonable efforts to maintain all such Permits; (vii) make expenditures, including planned capital expenditures and marketing and promotional expenditures consistent with past practices; (viii) maintain the books of account and records in the Ordinary Course of Business consistent with past practices; (ix) make any required regulatory filings in a timely manner (taking into account any requested extensions) and in compliance in all material respects with all applicable Laws and Permits; (x) (A) maintain, consistent with its past practices, all of its current credit, collections and payment policies, procedures and practices, (B) collect Accounts Receivable in the ordinary course of business consistent with the Business’ current collection policies, procedures and practices, and (C) except where subject to a good faith dispute, pay all accounts payable in the Ordinary Course of Business consistent with past practice; (xi) use commercially reasonable efforts to preserve intact the services of the employees of the Business; (xii) not sell, assign, license, transfer, or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, or subject any Business Intellectual Property to any additional Lien, except for Permitted Liens, (xiii) promptly deliver to the Buyers a true, correct and complete copy of each Contract that is entered into in respect of the Business between the date hereof and the Closing; (xiv) maintain the Owned Real Property and, to the extent required by the terms of the Leases, the Leased Real Property, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; and (xv) except as set forth on Schedule 5.02(a)(xv), not amend, modify, extend, renew or terminate any Lease, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property. (b) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall not in respect of the Business, without the prior written consent of Buyer, take or agree to take any action required to be listed on Schedule 3.08.

Operations Pending Closing. (a) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.0111.1, except as otherwise required by this Agreement or as set forth on Schedule 5.3, the Sellers Company shall (except with the prior written consent of the Buyers): Buyer, such consent not to be unreasonably withheld, conditioned or delayed): (i) operate the Business in the ordinary course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus (COVID-19))practice; (ii) operate the Business in compliance in all material respects with all Laws; (iii) use commercially reasonable efforts to maintain the Purchased Assets in good operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) use commercially reasonable efforts to maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, customers faculty, consultants, students and suppliers of the BusinessBusiness and any Governmental Authority and Educational Agency; (vi) administer and operate the Business in accordance with all Permits and Educational Approvals in all material respects and use commercially reasonable efforts to maintain all such PermitsPermits and Educational Approvals; (vii) use commercially reasonable efforts to make expenditures, including planned capital expenditures and marketing and promotional expenditures consistent with past practicespractices in all material respects; (viii) maintain the books of account and records in the Ordinary Course ordinary course of Business business consistent with past practicespractices in all material respects; (ix) make any required regulatory filings in a timely manner (taking into account any requested extensions) and in compliance in all material respects with all applicable Laws and Permits; (x) ) use commercially reasonable efforts to (A) maintain, consistent with its past practices, all of its current credit, collections and payment policies, procedures and practices, (B) collect Accounts Receivable in the ordinary course of business consistent with the Business’ Company’s current collection policies, procedures and practices, and (C) except where subject to a good faith dispute, pay all accounts payable in the Ordinary Course ordinary course of Business business consistent with past practicepractice in all material respects; (xi) use commercially reasonable efforts to preserve intact the services of the faculty and employees of the Business; (xii) not sellmaintain, assignconsistent with its past practices, license, transfer, or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, or subject any Business Intellectual Property to any additional Lien, except for Permitted Liens, all marketing and student enrollment efforts; and (xiii) promptly deliver with respect to each expense line item identified in the Buyers a true2019 and 2020 budgets attached hereto as Exhibit F, correct and complete copy of each Contract that is entered into in respect spend at least 95% of the Business between amount budgeted for such line item in the date hereof and the Closing; (xiv) maintain the Owned Real Property and, to the extent required by the terms of the Leases, the Leased Real Property, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; and (xv) except as set forth on Schedule 5.02(a)(xv), not amend, modify, extend, renew or terminate any Lease, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real propertyapplicable time period. (b) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.0111.1, except as otherwise required by this Agreement or as set forth on Schedule 5.3 or pursuant to any Law, the Sellers Seller Parties shall not in respect of the Business, without the prior written consent of Buyer, take which consent shall not be unreasonably withheld, conditioned, or delayed: (i) sell, assign, lease, or otherwise dispose of any of the material Assets, except for in the ordinary course of business consistent with past practice, or assets transferred or disposed of in connection with the acquisition of replacement property of substantially equivalent, or better, kind, value, and use; (ii) materially increase the compensation (including wages, salaries and bonuses) that is paid or payable to any Employee except for increases in compensation in the ordinary course of business consistent with past practice; (iii) establish, adopt, enter into or materially amend or terminate any Benefit Plan; (iv) make (except in the ordinary course of business consistent with past practice), revoke or change any material Tax election or method of Tax accounting relating to the Business, settle or compromise any claim, Liability or assessment relating to Taxes payable with respect to the Business, consent to any claim, Liability or assessment relating to Taxes payable with respect to the Business or waive the statute of limitations for any such claim, Liability or assessment; (v) voluntarily agree to enter into any collective bargaining agreement applicable to any Employees or otherwise recognize any union as the bargaining representative of any such Employees; (vi) create, assume or permit to exist any Liens upon any of the Assets, except for Permitted Liens or Liens that will be discharged at Closing; (vii) except as otherwise permitted under this Agreement, voluntarily enter into, terminate (other than at the expiration of their respective terms), modify or amend in any material respect, or waive any material provision of, any Material Contract or Assumed Contract, other than in the ordinary course of business consistent with past practices; (viii) except for capital expenditures, which shall be governed by Section 5.3(a)(vii), acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets other than in the ordinary course of business consistent with past practice; (ix) implement or adopt any change in their accounting principles, practices or methods with respect to the Business, other than as may be required by changes in Laws, GAAP or GAGAS; (x) incur or guarantee any Indebtedness in excess of Fifty Thousand Dollars ($50,000) individually or Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, or issue or sell any debt securities or guaranty any debt securities of others (other than surety bonds required by applicable Educational Agencies in the ordinary course of business consistent with past practices); (xi) voluntarily cancel or waive any material claims or rights relating to the Business constituting Assets outside of the ordinary course of business consistent with past practices (including cancellation of bad debt from students in the ordinary course of business consistent with past practices); (xii) demolish, damage or remove any of the existing improvements, or erect new material improvements on any of the Leased Real Property or any portion thereof; (xiii) relinquish, fail to renew or allow to lapse any Educational Approval or cancel or terminate any material academic program; or (xiv) agree to take any action required to be listed on Schedule 3.08of the actions described in the foregoing.

Operations Pending Closing. During the Pre-Closing Period, except as otherwise set forth in this Agreement or as consented to in writing in advance by CMH, Sellers shall comply with the following covenants; provided, however, that such covenants shall apply in each case only with respect to the FRC Business as conducted at the Purchased Locations. In that regard, Sellers shall, consistent with all applicable Legal Requirements: (a) From Conduct the FRC Business only in the Ordinary Course of Business; (b) Except as otherwise directed by CMH in writing, and without making any commitment on Buyers’ behalf, use its Best Efforts to preserve intact the FRC Business, keep available the services of its officers, Employees and agents and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it, and confer with Buyers prior to implementing operational decisions of a material nature; (c) Not sell (other than sales of Inventory in the Ordinary Course of Business), lease or otherwise dispose of (i) any Owned Real Property or Leased Real Property or (ii) any other assets or properties of Sellers included in the Purchased Assets except pursuant to any arrangements existing on the date of this Agreement until Agreement; (d) Make no material changes in management personnel without prior consultation with Buyers; (e) Maintain the earlier Purchased Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall (except with the prior written consent of the Buyers):FRC Business; (if) operate the Business in the ordinary course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus (COVID-19)); (ii) operate the Business in compliance Comply in all material respects with all Laws; Legal Requirements and contractual obligations applicable to the operations of the FRC Business, and not enter into any material amendments or modifications to (iiii) maintain any Governmental Authorizations included in the Purchased Assets in operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, customers and suppliers of the Business; (vi) administer and operate the Business in accordance with all Permits and use commercially reasonable efforts to maintain all such Permits; (vii) make expenditures, including planned capital expenditures and marketing and promotional expenditures consistent with past practices; (viii) maintain the books of account and records other than in the Ordinary Course of Business consistent with past practices; Business, or (ixii) make any Contracts (other than Contracts not required regulatory filings to be listed in a timely manner (taking into account any requested extensionsSection 3.17 of the Disclosure Schedule) and or Leases included in compliance in all material respects with all applicable Laws and Permits; (x)the Purchased Assets; (Ag) maintain, consistent Cooperate with its past practices, all of its current credit, collections Buyers and payment policies, procedures assist Buyers in (i) identifying the Governmental Authorizations required by Buyers to acquire and practices, (B) collect Accounts Receivable in operate the ordinary course of business consistent with Purchased Assets from and after the Business’ current collection policies, procedures and practices, Closing Date and (Cii) except either transferring existing Governmental Authorizations relating to the FRC Business to Buyers, where subject permissible, or obtaining new Governmental Authorizations for Buyers at Buyers’ expense; (h) Maintain all books and Records of Seller relating to a good faith dispute, pay all accounts payable the FRC Business in the Ordinary Course of Business consistent with past practice; Business; (xii) use commercially reasonable efforts to preserve intact the services of the employees of the Business; (xii) not sellNot mortgage, assign, license, transfer, or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, pledge or subject to Encumbrances any Business Intellectual Property to any additional LienPurchased Assets, except for by incurring Permitted Liens, (xiii) promptly deliver to Encumbrances in the Buyers a true, correct and complete copy Ordinary Course of each Contract that is entered into in respect of the Business between the date hereof and the Closing; (xiv) maintain the Owned Real Property and, to the extent required by the terms of the Leases, the Leased Real Property, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; and (xv) except as set forth on Schedule 5.02(a)(xv), not amend, modify, extend, renew or terminate any Lease, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real propertyBusiness. (b) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall not in respect of the Business, without the prior written consent of Buyer, take or agree to take any action required to be listed on Schedule 3.08.

Operations Pending Closing. (a) From Seller agrees, from and after the execution date hereof until Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Purchaser, or in situations wherein emergency action is taken in the face of this Agreement until the earlier of the Closing Date risk to life, property or the termination of this Agreement pursuant to Section 11.01environment, the Sellers shall (except with the prior written consent of the Buyers):to: (i) operate the Business Company and the Assets in the ordinary course Ordinary Course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein or other obligations under this Agreement or as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus (COVID-19)); Business; (ii) operate the Business in compliance in all material respects with all Laws; (iii) maintain the Purchased Assets in operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) use commercially reasonable efforts to preserve the goodwill, relationships and business of the officers, employees, customers and suppliers of the Business; (vi) administer and operate the Business in accordance with all Permits and use commercially reasonable efforts to maintain all such Permits; (vii) make expenditures, including planned capital expenditures and marketing and promotional expenditures consistent with past practices; (viii) maintain the books of account and records relating to the Company and the Assets in the Ordinary Course of Business; (iii) not enter into a Material Contract, or materially amend or change the terms of any such Material Contract that would involve individual commitments of more than US$50,000 or aggregate commitments of more than US$250,000; (iv) not plug or abandon any well included as part of the Assets without Purchaser’s prior written consent; (v) not transfer, sell, mortgage, pledge or dispose of any material portion of the Assets other than the sale and/or disposal of Hydrocarbons in the Ordinary Course of Business consistent with past practices; (ix) make any required regulatory filings and sales of equipment that is no longer necessary in a timely manner (taking into account any requested extensions) and in compliance in all material respects with all applicable Laws and Permits; (x)the operation of the Assets or for which replacement equipment has been obtained; (Avi) maintainpreserve in full force and effect all oil and gas leases, consistent with its past practicesoperating agreements, easements, rights-of-way, permits, licenses and agreements that relate to the Assets, other than oil and gas leases which may expire by their respective terms which will not be renewed or extended by the Company without prior consent of the Purchaser; (vii) submit to Purchaser for prior written approval, all of its current credit, collections and payment policies, procedures and practices, (B) collect Accounts Receivable in the ordinary course of business consistent with the Business’ current collection policies, procedures and practices, and (C) except where subject to a good faith dispute, pay all accounts payable in the Ordinary Course of Business consistent with past practice; (xi) use commercially reasonable efforts to preserve intact the services of the employees of the Business; (xii) not sell, assign, license, transfer, requests for operating or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, or subject any Business Intellectual Property to any additional Lien, except for Permitted Liens, (xiii) promptly deliver capital expenditures relating to the Buyers a trueAssets that involve individual commitments of more than US$50,000, correct and complete copy of each Contract that is entered into in respect of unless otherwise contemplated by the Business between the date hereof and the Closing; (xiv) maintain the Owned Real Property and, Company’s capital expenditure budget previously provided to the extent required by the terms of the LeasesPurchaser; and (viii) obtain Purchaser’s written approval prior to voting under any operating, the Leased Real Propertyjoint venture, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; and (xv) except as set forth on Schedule 5.02(a)(xv), not amend, modify, extend, renew partnership or terminate any Lease, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real propertysimilar agreement. (b) From Purchaser agrees and understands that Seller shall have the date right to cause the Company to make dividends or distributions of the Excluded Assets directly or indirectly to Seller at any time prior to the Closing. Such right shall not include the right to declare dividends or distributions prior to the Closing that are payable after the Closing. No action taken in accordance with this Section 7.01(b) shall be considered as a violation of any other provision of this Agreement until Agreement. (c) Prior to or on the earlier Closing Date, all intercompany obligations or receivables between the Company and the Seller or any Affiliate of Seller shall be fully satisfied and Seller shall cause the Company and the Assets to be released from any guaranty or Lien relating to any indebtedness of Seller or its Affiliates. Except with respect to charges incurred by Seller or its Affiliates on behalf of the Closing Date or the termination of this Agreement pursuant Company to Section 11.01, the Sellers shall not in respect a Third Party and which are allocated specifically to one of the BusinessAssets, without there shall be no Purchase Price Adjustment in connection with the prior written consent compliance by Seller of Buyer, take or agree to take any action required to be listed on Schedule 3.08its obligations set forth in this Section 7.01(c).

Operations Pending Closing. (a) From Seller, at its expense, shall operate the date of this Agreement Property until the earlier of the Closing Date or until the termination of this Agreement pursuant to Section 11.01Agreement, the Sellers whichever is earlier, in accordance with past practices. Seller shall (except with not, without the prior written consent of the BuyersBuyer (which consent shall not unreasonably be withheld): (i) operate enter into any new lease or renew any existing Lease for a term of more than one year; (ii) provide any rent concessions for any new lease (or extension of an existing Lease); (iii) sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Business Property, or incur any liabilities other than in the ordinary course of operating and managing the Property, except for such liabilities as will be discharged on or before Closing; (iv) transfer or remove any Personal Property or fixtures from the Property subsequent to the Contract Date, except for purposes of replacement thereof in the ordinary course of business, in which case such replacements shall be installed prior to Closing at Seller’s sole cost and expense and shall be reasonably comparable in quantity and quality to the item(s) being replaced; (v) apply any security deposits on account of a default of a Tenant unless such Tenant has vacated the Property or will not be a resident of the Property on the Closing Date; (vi) modify or amend any Service Contract or any other agreement relating to the Property that would survive the Closing; or (vii) other than in the ordinary course of business consistent with past practice (except where such conduct would expressly conflict with the covenants set forth herein practice, initiate any summary or other obligations under this Agreement eviction proceeding or as may be reasonably necessary action against any Tenant. Seller agrees, through and including the Closing Date and at Seller’s sole cost and expense, to: 1. keep all apartment units that have been vacant for at least five (5) days prior to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of SARS-CoV-2 novel coronavirus Closing in “rent ready” condition (COVID-19)i.e. thoroughly clean; all appliances, lights, doors, sliding doors, windows, locks, and mechanical systems in good working order; all carpet and other flooring clean and in good condition); (ii) operate the Business all walls clean and in compliance in all material respects with all Laws; (iii) maintain the Purchased Assets in operating condition and repair (subject to normal wear and tear in light of their respective ages); (iv) maintain policies of liability, casualty and property insurance of substantially similar coverage as the policies currently carried in respect of the Business; (v) good condition; 2. use commercially reasonable efforts to preserve lease any vacant apartment units at the goodwillhighest rents possible and as soon as possible after such units become vacant; 3. by the twentieth (20th) day of each calendar month, relationships commencing with the month following the Contract Date (and on the third business of day prior to Closing) provide to Buyer an updated rent roll for the officersimmediately preceding calendar month, employeescertified by Seller to be true, customers accurate and suppliers of complete in all material respects; 4. keep all existing insurance policies affecting the Business; (vi) administer Property or any portion thereof in full force and operate the Business in accordance with all Permits and effect; 5. use commercially reasonable efforts to maintain keep in full force and effect and/or to renew all such Permits; (vii) make expenditureslicenses and permits, including planned capital expenditures if any, pertaining to Seller’s ownership or operation of the Property or any portion thereof; 6. give Buyer written notice of any citation or other notice that Seller may receive subsequent to the Contract Date and marketing and promotional expenditures consistent with past practices; (viii) maintain prior to the books Closing Date from any governmental authority that alleges any violation of account and records in any law, ordinance, code rule, regulation or order regulating the Ordinary Course of Business consistent with past practices; (ix) make any required regulatory filings in a timely manner (taking into account any requested extensions) and in compliance in all material respects with all applicable Laws and Permits; (x) (A) maintain, consistent with its past practices, all of its current credit, collections and payment policies, procedures and practices, (B) collect Accounts Receivable in Property or the ordinary course of business consistent with the Business’ current collection policies, procedures and practicesuse thereof, and (C) except where subject cure the matter raised by such notice prior to a good faith dispute, pay all accounts payable in the Ordinary Course of Business consistent with past practice; (xi) Closing; 7. use commercially reasonable efforts to preserve intact the continue to provide all services of the employees of the Business; (xii) not sell, assign, license, transfer, or otherwise disclose or make available, or abandon, fail to maintain or prosecute diligently, or otherwise dispose of, any Business Intellectual Property, or subject any Business Intellectual Property to any additional Lien, except for Permitted Liens, (xiii) promptly deliver currently provided by Seller with respect to the Buyers a trueProperty or any portion thereof, correct and complete copy of each Contract that is entered into in respect of the Business between the date hereof to continue to operate, manage and the Closing; (xiv) maintain the Owned Real Property and, to the extent required by the terms of the Leases, the Leased Real Property, including all of the Improvements, in substantially the same condition manner as of Seller currently operate, manage, repair, replace and maintain the date of this Agreement, ordinary wear and tear, casualty and condemnation excepted; and (xv) except as set forth on Schedule 5.02(a)(xv), not amend, modify, extend, renew or terminate any Lease, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real propertyProperty. (b) From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.01, the Sellers shall not in respect of the Business, without the prior written consent of Buyer, take or agree to take any action required to be listed on Schedule 3.08.