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

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, except as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule or as specifically required or permitted by this Agreement or required by Law, unless the Company shall otherwise consent thereto in writing (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parent), Parent shall, and shall cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, shall use its reasonable best efforts to (y) preserve its and each of its Subsidiaries’ business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve the goodwill of the customers of Parent and each of its Subsidiaries with whom business relationships exist. By way of amplification and not limitation, except as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule or as specifically required or permitted by any other provision of this Agreement or required by Law, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent):

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementTime, except (i) as set forth in Section 7.1 6.02 of the Parent Confidential Disclosure Schedule Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) as specifically required or permitted expressly contemplated by any other provision of this Agreement or required by LawAgreement, unless the Company shall otherwise consent thereto agree in writing writing, (which consent x) the respective businesses of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not be unreasonably withheld or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parent)take any action except in, Parent shall, and shall cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, shall use its reasonable best efforts to and (y) preserve its and each Parent shall use all reasonable efforts to keep available the services of its Subsidiaries’ business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve the goodwill such of the customers current officers, significant employees and consultants of Parent and each the Parent Subsidiaries and to preserve the current relationships of its Parent and the Parent Subsidiaries with whom such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relationships existrelations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except (i) as set forth in Section 7.1 6.02 of the Parent Confidential Disclosure Schedule Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the Nectarine Merger) or (iii) as specifically required or permitted expressly contemplated by any other provision of this Agreement or required by LawAgreement, neither Parent nor any Parent Subsidiary shall, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, Parent shall not, and shall not permit any of its Subsidiaries toTime, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent):delayed:

Conduct of Business by Parent Pending the Closing. Parent agrees that, between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementTime, except (i) as set forth in Section 7.1 6.02 of the Parent Confidential Disclosure Schedule Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the RCA Merger) or (iii) as specifically required or permitted expressly contemplated by any other provision of this Agreement or required by LawAgreement, unless the Company shall otherwise consent thereto agree in writing writing, (which consent x) the respective businesses of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not be unreasonably withheld or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parent)take any action except in, Parent shall, and shall cause each of its Subsidiaries to, conduct its operations only in the ordinary and usual course of business consistent with past practice and, to the extent consistent therewith, shall use its reasonable best efforts to and (y) preserve its and each Parent shall use all reasonable efforts to keep available the services of its Subsidiaries’ business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve the goodwill such of the customers current officers, significant employees and consultants of Parent and each the Parent Subsidiaries and to preserve the current relationships of its Parent and the Parent Subsidiaries with whom such of the corporate partners, customers, suppliers and other persons with which Parent or any Parent Subsidiary has significant business relationships existrelations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except (i) as set forth in Section 7.1 6.02 of the Parent Confidential Disclosure Schedule Schedule, (ii) for any actions taken by Parent relating to any other acquisitions or business combinations (including, without limitation, the RCA Merger) or (iii) as specifically required or permitted expressly contemplated by any other provision of this Agreement or required by LawAgreement, neither Parent nor any Parent Subsidiary shall, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, Parent shall not, and shall not permit any of its Subsidiaries toTime, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent):delayed:

Conduct of Business by Parent Pending the Closing. Parent agrees that, that between the date of this Agreement and the earlier of the First Merger Effective Time or the termination of date, if any, on which this AgreementAgreement is terminated in accordance with Article VIII, except (a) as set forth in Section 7.1 5.2 of the Parent Confidential Disclosure Schedule or Letter, (b) as specifically expressly required or permitted by pursuant to this Agreement or Agreement, (c) to the extent otherwise required by Law, unless Law or (d) as consented to in writing by the Company shall otherwise consent thereto in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parentconditioned), Parent shall, (x) shall and shall cause each of its the Parent Subsidiaries to, conduct its operations only business in all material respects in the ordinary and usual course of business and in a manner consistent with past practice and, to the extent consistent therewith, and (y) shall use its commercially reasonable best efforts to (yA) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and each of its Subsidiaries’ business organization and its rightssignificant relationships with third parties, authorizations, franchises and other authorizations issued by Governmental Entities intact and (zB) preserve maintain the goodwill qualification of Parent as a REIT. Without limiting the generality of the customers of foregoing, Parent and each of its Subsidiaries with whom business relationships exist. By way of amplification and not limitation, except as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule or as specifically required or permitted by any other provision of this Agreement or required by Law, agrees that between the date of this Agreement and the earlier of the First Merger Effective Time or the termination date, if any, on which this Agreement is terminated in accordance with Article VIII, except (a) as set forth in Section 5.2 of the Parent Disclosure Letter, (b) as expressly required or permitted pursuant to this Agreement, (c) to the extent otherwise required by Law or (d) as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed) Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent)::

Conduct of Business by Parent Pending the Closing. Parent agrees that, between Between the date of this Agreement and the earlier of the Effective Time or and the termination of this AgreementAgreement in accordance with Article 7, except (1) for any Permitted Action, (2) as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule or as specifically required or permitted by this Agreement or required by LawLaw or Order, unless the Company shall otherwise consent thereto in writing (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days for any action taken to comply with any COVID-19 Measures, (4) as otherwise expressly contemplated by any other provision of its receipt this Agreement, or (5) with the prior written consent of a request therefore from Parentthe Company (not to be unreasonably withheld, conditioned or delayed), Parent shallwill, and shall will cause each of its Subsidiaries to, (i) to conduct its operations only in all material respects in the ordinary and usual course of business consistent with past practice andbusiness, and (ii) to the extent consistent therewith, shall use its commercially reasonable best efforts to (y) preserve its keep available the services of the current officers, employees and consultants of Parent and each of its Subsidiaries’ business organization Subsidiaries and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) to preserve the goodwill of the customers and current relationships of Parent and each of its Subsidiaries with whom customers, suppliers and other Persons with which Parent or any of its Subsidiaries has significant business relationships existrelations. By way of amplification and not limitationWithout limiting the foregoing, except (w) for any Permitted Action, (x) as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule required by Law or Order, (y) for any action taken to comply with any COVID-19 Measures or (z) as specifically required or permitted otherwise expressly contemplated by any other provision of this Agreement or required by Law, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, directly or indirectly, do, or agree to do, take any of the following actions without the prior written consent of the Company (which consent shall not to be unreasonably withheld withheld, conditioned or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parentdelayed):

Conduct of Business by Parent Pending the Closing. Parent agrees that, that between the date of this Agreement and the earlier of the Company Merger Effective Time or the termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 7.1 5.2 of the Parent Confidential Disclosure Schedule or Letter, (b) as specifically required or permitted by pursuant to this Agreement or Agreement, (c) as may be required by Law, unless Law or (d) as consented to in writing by the Company shall otherwise consent thereto in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parentconditioned), Parent shall, and shall cause each of its the Parent Subsidiaries to, (x) conduct its operations only business in all material respects in the ordinary and usual course of business consistent with past practice and, to (it being understood that this clause (x) shall not restrict Parent from the extent consistent therewith, shall issuance of any Parent Equity Interests if such issuance is permitted by Section 5.2(d) or the incurrence of any indebtedness or the entry into any transactions if such incurrence or entry is permitted by Section 5.2(i)) and (y) use its their respective reasonable best efforts to maintain in all material respects their assets and properties in their current condition (y) ordinary wear and tear excepted), preserve its their business organizations intact in all material respects, and each of its Subsidiaries’ maintain existing relations and goodwill with Governmental Entities, alliances, customers, lenders, tenants, employees and business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve associates in all material respects. Without limiting the goodwill generality of the customers of Parent foregoing, and each of its Subsidiaries with whom business relationships exist. By way of amplification and not limitation, except (i) as set forth in Section 7.1 5.2 of the Parent Confidential Disclosure Schedule or Letter, (ii) as specifically required or permitted by any other provision of pursuant to this Agreement or Agreement, (iii) as required by LawLaw or (iv) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the earlier of the Company Merger Effective Time or the termination of date, if any, on which this AgreementAgreement is terminated pursuant to Section 8.1, Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parent)::

Conduct of Business by Parent Pending the Closing. Parent agrees that, between from the date of this Agreement and the earlier of to the Effective Time or the termination of this AgreementTime, except as specifically permitted, required or contemplated by any other provision of this Agreement (exclusive of the schedules hereto), as specifically set forth in Section 7.1 of a closing condition in Article VII or with the Parent Confidential Disclosure Schedule or as specifically required or permitted by this Agreement or required by Law, unless the Company shall otherwise Company's prior written consent thereto in writing (which such consent shall not to be unreasonably withheld or delayed and shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefore from Parentwithheld), Parent shall, and shall cause each of its Subsidiaries Parent Subsidiary to, : (i) conduct its operations only in the ordinary Ordinary Course of Business, and usual course of business consistent not to take any action inconsistent therewith or with past practice andthis Agreement, to the extent consistent therewith, shall (ii) use its reasonable best efforts to (y) preserve its and each of its Subsidiaries’ business organization and its rights, authorizations, franchises and other authorizations issued by Governmental Entities intact and (z) preserve keep available the goodwill services of the customers current officers, employees and consultants of Parent and each Parent Subsidiary (subject to terminations for cause or performance reasons) and to preserve the current relationships of Parent and each Parent Subsidiary with their respective customers, suppliers, distributors, business partners and other Persons with which Parent or any Parent Subsidiary has business relations, (iii) use its Best Efforts to have in effect and maintain at all times insurance of the kinds, in the amounts and with the insurers as is in effect as of the date of this Agreement, (iv) keep in working condition and good order and repair all of its Subsidiaries with whom business relationships existassets and other properties, normal wear and tear excepted, and (v) protect Parent's Intellectual Property. By way of amplification Without limiting the foregoing, and not limitationas an extension thereof, except as set forth in Section 7.1 of the Parent Confidential Disclosure Schedule or as specifically permitted, required or permitted contemplated by any other provision of this Agreement or required by Law, between the date of this Agreement and the earlier (exclusive of the Effective Time or the termination of this Agreementschedules hereto), Parent shall not, and shall not permit any Parent Subsidiary to, from the date of its Subsidiaries tothis Agreement to the Effective Time, directly or indirectly, do, or agree to do, any of the following without the Company's prior written consent of the Company (which such consent shall not to be unreasonably withheld or delayed and which shall be deemed to have been given by the Company if it does not refuse its consent within three (3) Business Days of its receipt of a request therefor from Parentwithheld):