Common use of Conduct of Business by Company Pending the Merger Clause in Contracts

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on the date hereof and ending at the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 8 (such period being hereinafter referred to as the “Interim Period”), except as expressly provided or permitted by this Agreement or set forth in Section 5.1 of the Company Disclosure Schedule or unless Parent shall otherwise give its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously made available to Parent; (ii) not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) use their reasonable best efforts to preserve intact their business organization, properties and assets, keep available the services of their officers, employees and consultants, maintain in effect all Company Material Contracts and preserve their relationships, customers, licensees, suppliers and other Persons with which they have business relations. By way of amplification and not limitation, except as expressly permitted by this Agreement, neither the Company nor any of its Subsidiaries shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on the date hereof and ending at the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 8 (such period being hereinafter referred to as the “Interim Period”), except as expressly provided or permitted by this Agreement or set forth in Section 5.1 of the Company Disclosure Schedule Memorandum or unless Parent shall otherwise give its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)in writing, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business only in the ordinary course of business, consistent with past practice practice, and according to the plans and budgets previously made available to Parentin compliance in all material respects with applicable Law; (ii) not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) use their reasonable best efforts to preserve intact their its business organization, properties and assets, keep available the services of their officers, employees its officers and consultantsother key employees, maintain in effect all Company Material Contracts Contracts, and preserve their relationshipsits relationships with customers, customerslicensors, licensees, suppliers suppliers, distributors and other Persons with which they have business relationsrelations with the intention that its goodwill and ongoing business shall be preserved. By way of amplification and not limitation, except as expressly permitted by this AgreementAgreement or as set forth on Section 5.1 of the Company Disclosure Memorandum, neither the Company nor any of its Subsidiaries shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on the date hereof and the ending at the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 8 7 (such period being hereinafter referred to as the “Interim Period”), except as expressly provided or permitted by this Agreement or set forth in Section 5.1 4.1 of the Company Disclosure Schedule or unless Parent shall otherwise give its prior written consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to: use commercially reasonable efforts to (i) conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously made available to Parent; (ii) not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) use their reasonable best efforts to preserve intact their in all material respects its business organization, material properties and material assets, keep available the services of their officers, employees and consultants, maintain including maintaining in effect all Company Material Contracts (other than those which expire or terminate in accordance with their respective terms) and preserve their preserving in all material respects its relationships, customers, licensees, manufacturers, suppliers and other Persons with which they have it has material business relations. By way of amplification and not limitation, except Except as expressly provided or permitted by this Agreement, neither Agreement or as set forth in Section 4.1 of the Company nor any of its Subsidiaries shallDisclosure Schedule, during the Interim Period, the Company shall not, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not not, in the case of any matter described in clauses (k), (n), (o), (q) or (r) and, to the extent relating to such clauses, clause (t), be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on between the date hereof and ending at the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 8 (such period being hereinafter referred to as and the “Interim Period”)Effective Time, except as expressly provided required, permitted or permitted otherwise contemplated by this Agreement or as set forth in Section 5.1 6.01 of the Disclosure Schedule and except with the prior written consent of Parent, the businesses of the Company Disclosure Schedule or unless Parent and the Subsidiaries shall otherwise give its prior written consent (which consent be conducted in, and the Company and the Subsidiaries shall not be unreasonably withheldtake any action except in, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously made available to Parent; (ii) not take any action, or fail to take any action, except in the ordinary course of business, business consistent with past practice; and (iii) the Company shall use their its commercially reasonable best efforts to preserve (i) substantially intact their the business organizationorganization of the Company and the Subsidiaries, properties and assets, to keep available the services of their its present officers, managers and employees and consultants, maintain in effect all to preserve the current relationships of the Company Material Contracts and preserve their relationships, customers, licensees, suppliers the Subsidiaries with lessees and other Persons persons with which they have the Company or any Subsidiary has significant business relations, and (ii) the Company’s status as a REIT within the meaning of the Code. By way of amplification and not limitationExcept as required, except as expressly permitted or otherwise contemplated by this AgreementAgreement or as set forth in Section 6.01 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries Subsidiary shall, during between the Interim Period, directly or indirectlydate of this Agreement and the Effective Time, do any of the following without the prior written consent of Parent, provided, however, that consent of the Parent shall be deemed to have been given if Parent does not object within five (5) business days from the date on which consent shall not be unreasonably withheldwritten notice is provided to Xxxx Xxxxxxxxxx and Xxxx Xxxxxx, conditioned or delayed):each at the respective address listed on Exhibit J:

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on the date hereof and ending at the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Section 8 7 (such period being hereinafter referred to as the “"Interim Period”"), except as expressly provided or permitted by this Agreement or set forth in Section 5.1 4.1 of the Company Disclosure Schedule or unless Parent shall otherwise give its prior written consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of the Company Subsidiary to, use its Subsidiaries commercially reasonable efforts to: (i) conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously made available to Parentpractice; (ii) not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) use their reasonable best efforts to preserve intact their its business organization, properties and assets, keep available the services of their officers, employees its officers and consultantsother key employees, maintain in effect all Company Material Contracts Contracts, and preserve their relationships, its relationships with customers, licensees, suppliers and other Persons with which they have business relations. By way of amplification and not limitation, except as expressly permitted by this AgreementAgreement or as set forth on Schedule 4.1 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries the Company Subsidiary shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business by Company Pending the Merger. (a) The Company covenants and agrees that, beginning on During the period from the date hereof of this Agreement and ending at continuing until the earlier to occur of the Closing or such earlier time as termination of this Agreement is terminated in accordance with Section 8 (such period being hereinafter referred to as or the “Interim Period”)Effective Time, except as expressly provided or permitted to the extent contemplated by this Agreement or set forth in and the Proxy Statement/Prospectus, and the transactions described herein and therein, and except as necessary to fulfill their obligations hereunder, including without limitation their obligations under Section 5.1 of the 1.9, Company Disclosure Schedule or and REIT Sub covenant and agree that, unless Parent shall otherwise give agree in writing, Company (i) shall conduct its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, business and shall cause each the businesses of its Subsidiaries to: (i) conduct subsidiaries to be conducted only in, and Company and its business only in subsidiaries shall not take any action except in, the ordinary course of business, consistent with past practice business and according to the plans and budgets previously made available to Parent; (ii) not take any action, or fail to take any action, except in the ordinary course of business, a manner consistent with past practice; , and (iiiii) shall use their reasonable best commercial efforts to preserve substantially intact their the business organizationorganization of Company and its subsidiaries, properties and assets, to keep available the services of their the present officers, employees and consultants, maintain in effect all consultants of Company Material Contracts and its subsidiaries and to preserve their relationships, the present relationships of Company and its subsidiaries with customers, licensees, suppliers and other Persons persons with which they have Company or any of its subsidiaries has significant business relations. By way of amplification and not limitation, and except as expressly permitted by this Agreementnoted above, neither the Company nor any of its Subsidiaries subsidiaries shall, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or propose to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):Parent: