Common use of Conduct of Business of the Seller Clause in Contracts

Conduct of Business of the Seller. (a) Unless the Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, the Seller shall, and shall cause its Subsidiaries (including for the avoidance of doubt, the Company after its formation) to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and (ii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, the Organizational Documents of any of the Target Entities, except as required by applicable Law; (ii) with respect to any of the Target Entities, authorize for pledge, dispose of or propose to pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) with respect to any of the Target Entities, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) with respect to any of the Target Entities (other than the Seller, with respect to debt financings in the ordinary course of business), incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) make a loan or advance to or investment in any third party (other than advancement of expenses to employees of any of the Target Entities in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of its employees of any of the Target Entities other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Entity customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (vii) with respect to any of the Target Entities, terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or in connection with the terms of this Section 5.2 during the Interim Period; (viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (ix) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xi) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xii) with respect to any of the Target Entities, waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Entity or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Seller Financials; (xiii) with respect to any of the Target Entities, close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xiv) with respect to any of the Target Entities, acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xv) with respect to any of the Target Entities, make capital expenditures in excess of $200,000 (individually for any project (or set of related projects) or $500,000 in the aggregate) other than in the ordinary course of business (excluding for the avoidance of doubt, incurring any Expenses); (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger); (xvii) with respect to any of the Target Entities, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan or otherwise in the ordinary course of business; (xviii) with respect to any of the Target Entities or of the Seller’s interest therein, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xix) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxi) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxii) with respect to any of the Target Entities, enter into or amend, or waive any material rights under, any transaction with any Company Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); or (xxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Seller. (a) Unless Except as set forth on Section 5.1 of the Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)Disclosure Schedule, during the Interim Periodperiod from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, except as expressly contemplated by the Seller agrees (unless the Seller is required to take such action pursuant to this Agreement or the Ancillary DocumentsBuyer shall give its prior consent in writing) to carry on its business in the usual, as required by applicable Law regular and ordinary course consistent with past practice, to maintain in all material respects the Purchased Assets in their present order and condition (including COVID-19 Measuresnormal wear and tear excepted) or as set forth on Schedule 5.2and to deliver the Purchased Assets in such condition and to use all commercially reasonable efforts to preserve its relationships with customers, carriers, suppliers, vendors, distributors, licensors, licensees, independent contractors and other Persons having business dealings with it, all with the express purpose and intent of preserving its goodwill and ongoing businesses at the Closing Date. In addition, the Seller shall, prior to the Closing, cooperate in good faith with the Buyer to facilitate the transition of the Seller’s customers, carriers, suppliers, vendors and shall cause its Subsidiaries (distributors, including for obtaining assignments, consents, and assurances from such third parties with respect to the avoidance Asset Sale. Without limiting the generality of doubtthe foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as set forth in the Disclosure Schedule or as required or expressly permitted by this Agreement or with the prior written consent of the Buyer, the Company after its formation) toSeller shall not do, cause or permit any of the following: (i) conduct their respective businessesenter into any Contract or commitment which would be a Material Contract if entered into prior to the date hereof or violate, in all material respectsamend or otherwise modify or waive any of the terms of any of its Material Contracts; (ii) dispose of, license or transfer to any person or entity any rights to any Seller Intellectual Property; 138358.00102/7171707v.5 (iii) enter into or amend any Contract pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of the Purchased Assets; (iv) sell, lease, license or otherwise dispose of or encumber any of the Purchased Assets, except for sales of products in the ordinary course of business consistent with past practice, and ; or (iiv) take all commercially reasonable measures necessary or appropriate agree in writing or otherwise to preserve intacttake, in all material respects, their respective business organizations, to keep available any of the services of their respective managers, directors, officers, employees and consultants, and to preserve actions described by the possession, control and condition of their respective material assets, all as consistent with past practiceforegoing. (b) Without limiting Notwithstanding the generality foregoing, during the period from the date of Section 5.2(a) this Agreement and except as contemplated by continuing until the terms earlier of the termination of this Agreement or the Ancillary DocumentsClosing, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, Seller may raise funds and encumber assets of the Business without the prior written consent of the Purchaser Buyer (such consent not but with prior written notice to be unreasonably withheldthe Buyer) so long as, conditioned or delayed)at Closing, the Seller shall not, delivers the Purchased Assets to the Buyer free and shall cause its Subsidiaries to not: clear of all Liens (iother than Permitted Liens) amend, waive or otherwise change, in any respect, the Organizational Documents of any of the Target Entities, except as required by applicable Law; (ii) with respect to any of the Target Entities, authorize for pledge, dispose of or propose to pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) with respect to any of the Target Entities, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) with respect to any of the Target Entities (other than the Seller, with respect to debt financings in the ordinary course of business), incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) make a loan or advance to or investment in any third party (other than advancement of expenses to employees of any of the Target Entities in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of its employees of any of the Target Entities other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Entity customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (vii) with respect to any of the Target Entities, terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or in connection with the terms of this Section 5.2 during the Interim Period; (viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (ix) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xi) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xii) with respect to any of the Target Entities, waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Entity or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Seller Financials; (xiii) with respect to any of the Target Entities, close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xiv) with respect to any of the Target Entities, acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xv) with respect to any of the Target Entities, make capital expenditures in excess of $200,000 (individually for any project (or set of related projects) or $500,000 in the aggregate) other than in the ordinary course of business (excluding for the avoidance of doubt, incurring any Expenses); (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger); (xvii) with respect to any of the Target Entities, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan or otherwise in the ordinary course of business; (xviii) with respect to any of the Target Entities or of the Seller’s interest therein, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xix) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxi) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxii) with respect to any of the Target Entities, enter into or amend, or waive any material rights under, any transaction with any Company Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice); or (xxiii) authorize or agree to do any of the foregoing actions.

Conduct of Business of the Seller. (a) Unless During the Purchaser shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during period from the Interim Period, except as expressly contemplated by this Agreement or Effective Date until the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2Closing Date, the Seller shall, and except as expressly permitted or required by this Agreement, as required by Applicable Law, or with the prior written consent of the Buyer (which consent shall cause not be unreasonably withheld, conditioned, or delayed), to use commercially reasonable efforts to conduct its Subsidiaries (including for the avoidance of doubt, the Company after its formation) to, (i) conduct their respective businesses, in all material respects, business only in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Seller shall, and (ii) take all shall cause each of its Subsidiaries to, use commercially reasonable measures necessary or appropriate efforts to preserve intact, in all material respects, their respective substantially intact its and its Subsidiaries’ business organizationsorganization, to keep available the services of their respective managersits and its Subsidiaries’ current officers and employees for at least one (1) year from the Closing Date, directorsto preserve its and its Subsidiaries’ present relationships with its material customers, officerssuppliers, employees and consultantsdistributors, licensors, licensees, and to preserve the possession, control and condition of their respective other Persons having material assets, all as consistent business relationships with past practice. (b) it. Without limiting the generality of Section 5.2(a) the foregoing, between the Effective Date and the Closing Date, except as contemplated otherwise expressly permitted or required by this Agreement, as set forth in Section 5.08 of the terms of this Agreement Seller Disclosure Schedule, or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2Applicable Law, during the Interim PeriodSeller shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of the Purchaser Buyer (such which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed)): (a) amend or propose to amend its charter documents, the Seller shall not, and shall cause its Subsidiaries to not:except as may be required by this Agreement; (b) (i) amendsplit, waive combine, or otherwise change, in any respect, the Organizational Documents of reclassify any of the Target Entitiesits or its Subsidiaries’ securities, except as required by applicable Law; (ii) with respect repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any of the Target Entities, authorize for pledge, dispose of its or propose to pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity Subsidiaries’ securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) with respect to any of the Target Entitiesother than previously declared dividend, declare, set aside, or pay or set aside any dividend or other distribution (whether in cash, equity stock, property, or property or any combination thereofotherwise) in respect of its equity interestsof, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) with respect to any of the Target Entities (other than the Seller, with respect to debt financings in the ordinary course of business), incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) make a loan or advance to or investment in any third party (other than advancement of expenses to employees of any of the Target Entities in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of its employees of any of the Target Entities other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practice; (vi) transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Entity customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (vii) with respect to any of the Target Entities, terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or in connection with the terms of this Section 5.2 during the Interim Period; (viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (ix) establish any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xi) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xii) with respect to any of the Target Entities, waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Entity or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Seller Financials; (xiii) with respect to any of the Target Entities, close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xiv) with respect to any of the Target Entities, acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xv) with respect to any of the Target Entities, make capital expenditures in excess of $200,000 (individually for any project (or set of related projects) or $500,000 in the aggregate) other than in the ordinary course of business (excluding for the avoidance of doubt, incurring any Expenses); (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger); (xvii) with respect to any of the Target Entities, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan or otherwise in the ordinary course of business; (xviii) with respect to any of the Target Entities or of the Seller’s interest therein, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (xix) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xx) take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxi) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxii) with respect to any of the Target Entities, enter into or amend, or waive any material rights underof, any transaction with any Company Related Person shares of its capital stock (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practicedividends from its direct or indirect wholly-owned Subsidiaries); or (xxiii) authorize or agree to do any of the foregoing actions.;

Conduct of Business of the Seller. (a) Unless During the Purchaser shall otherwise consent in writing (such consent not period from the date of this Agreement to be unreasonably withheld, conditioned or delayed), during the Interim PeriodClosing Date, except (x) as expressly otherwise contemplated by this Agreement or the Ancillary Documentstransactions contemplated hereby, as required or (y) for those matters consented to by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2the Buyer in writing, the Seller agrees that it shall: (a) conduct its business in the ordinary course consistent with past practice and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, maintain its existing insurance, use commercially reasonable efforts to keep available the services of its current officers and employees and preserve relationships with those Persons having business dealings with the Seller to the end that its goodwill and ongoing businesses shall cause its Subsidiaries be unimpaired at the time of the Closing; and (including for the avoidance of doubt, the Company after its formationb) to, not (i) conduct their respective businessessell, in all material respectsassign, license, transfer, convey or otherwise dispose of any of the Acquired Assets, except in the ordinary course of business consistent with past practice, and ; (ii) take all commercially reasonable measures necessary or appropriate to preserve intactmake any loans, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Period, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Subsidiaries to not: (i) amend, waive or otherwise change, in any respect, the Organizational Documents of any of the Target Entities, except as required by applicable Law; (ii) with respect to any of the Target Entities, authorize for pledge, dispose of or propose to pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) with respect to any of the Target Entities, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) with respect to any of the Target Entities advances (other than the Seller, with respect to debt financings advances in the ordinary course of business)) or capital contributions to, incuror investments in, createany other Person; (iii) terminate, assumemodify, prepay transfer or otherwise become liable for any Indebtedness (directly, contingently or otherwise) make a loan or advance to or investment in any third party (other than advancement of expenses to employees of amend any of the Target Entities in the ordinary course of business)Contracts, or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (v) increase the wages, salaries or compensation of its employees of any of the Target Entities other than in the ordinary course of business, consistent with past practice, and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or except in the ordinary course of business consistent with past practice; ; (iv) hire any employee with an annual base cash compensation in excess of $100,000, or increase in any material respect the compensation of any of the officers or other employees, except for such increases for persons who are not officers of the Seller as are granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews and related compensation and benefit increases); (v) adopt, grant, extend or increase the rate or terms of any Employee Plan, except increases required by any applicable Law; (vi) transfer make any change in any of the Seller's present accounting methods and practices, except as required by GAAP or changes in GAAP, make or change any election for tax purposes, adopt or change any accounting method for tax purposes, file any amended Tax Return, settle any Tax claim or assessment or enter into any "closing agreement" as described in section 7211 of the Code related to the Acquired Assets; (vii) license any Intellectual Property rights to or from any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Entity customers than in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade Secrets; (vii) with respect to any of the Target Entities, terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company Material Contract, in any case outside of the ordinary course of business consistent with past practice or in connection with the terms of this Section 5.2 during the Interim Period; ; (viii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice; (ix) establish make or authorize any Subsidiary that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xi) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xii) with respect to any of the Target Entities, waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Entity or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Seller Financials; (xiii) with respect to any of the Target Entities, close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xiv) with respect to any of the Target Entities, acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xv) with respect to any of the Target Entities, make capital expenditures in excess of $200,000 (individually for any project (or set of related projects) or $500,000 in the aggregate) 5,000 other than in accordance with its annual plan previously provided to the ordinary course Buyer; (ix) incur any indebtedness for borrowed money, issue any debt securities or assume, guarantee or endorse the obligations of business any other Persons or subject any of its properties or assets to any Liens; (excluding for x) cancel or compromise any debt or claim or waive or release any rights of the avoidance Business; (xi) pay any dividend or otherwise make or pay any distribution other than in cash; (xii) enter into any agreement or arrangement with any Member or any Affiliate of doubt, incurring any Expenses); Member; (xvixiii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization reorganization; (other than with respect to the Merger); (xviixiv) with respect to any of the Target Entities, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan or otherwise in the ordinary course of business; (xviii) with respect to any of the Target Entities or of the Seller’s interest therein, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations)take, or otherwise dispose of any material portion of its propertiesagree to take, assets or rights; (xix) enter into any agreement, understanding or arrangement with respect to the voting of equity securities of the Company; (xx) take any action that would or is reasonably be expected likely to significantly delay or impair the obtaining of any Consents of any Governmental Authority to be obtained result in connection with this Agreement; (xxi) accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the ordinary course of business consistent with past practice; (xxii) with respect to any of the Target Entities, enter into or amendconditions to the Closing set forth in Article V not being satisfied, or waive would make any material rights underrepresentation or warranty of the Seller and/or the Members contained herein inaccurate in any respect at, or as of any transaction time prior to, the Closing Date, or that would materially impair the ability of the Seller or the Buyer to consummate the Closing in accordance with any Company Related Person the terms hereof or materially delay such consummation; or (other than compensation and benefits and advancement of expensesxv) take, in each case, provided in the ordinary course of business consistent with past practice); or (xxiii) authorize or agree to do take, any of the foregoing actions.

Conduct of Business of the Seller. (a) Unless During the Purchaser period from the date of --------------------------------- this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Seller agrees to carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with the Business, use all reasonable efforts consistent with past practice and policies to preserve intact the Business's present business organizations and to collect all outstanding accounts receivable related to the Business, keep available for the Business the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it to the extent such relationships are related to the Business, all with the goal of preserving unimpaired the Seller's goodwill and ongoing Business at the Closing. The Seller shall otherwise consent promptly notify Parent of any event or occurrence or emergency not in writing (such consent not the ordinary course of business of the Seller, and any material event involving the Seller relating to be unreasonably withheld, conditioned or delayed), during the Interim Period, except Business. Except as expressly contemplated by this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.24.1, the Seller shall, and shall cause its Subsidiaries (including for the avoidance of doubt, the Company after its formation) to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and (ii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. (b) Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement or the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.2, during the Interim Periodnot, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Subsidiaries to notParent: (ia) amend, waive Enter into any commitment or otherwise change, transaction not in any respect, the Organizational Documents ordinary course of any business of the Target Entities, except as required by applicable LawBusiness or any commitment or transaction of the type described in Section 2.7 hereof; (iib) with respect Transfer to any of the Target Entities, authorize for pledge, dispose of person or propose to pledge or dispose of entity any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iii) with respect to any of the Target Entities, pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (iv) with respect to any of the Target Entities Seller Intellectual Property Right (other than the Seller, with respect pursuant to debt financings end user licenses in the ordinary course of business), incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) make a loan or advance to or investment in any third party (other than advancement of expenses to employees of any of the Target Entities in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person; (vc) increase the wagesEnter into or amend any agreements pursuant to which any other party is granted marketing, salaries distribution or compensation of its employees similar rights of any type or scope with respect to any products of the Target Entities other than Business; (d) Amend or otherwise modify (or agree to do so), except in the ordinary course of business, consistent with past practiceor violate the terms of, and in any event not of the agreements set forth or described in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any Company Benefit Plan, in each case other than as required by applicable Law, pursuant to the terms of any Company Benefit Plans or in the ordinary course of business consistent with past practiceSeller Schedules; (vie) transfer or license Commence any litigation relating to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company Registered IP, Company Licensed IP or other Company IP (excluding non-exclusive licenses of Company IP to Target Entity customers in the ordinary course of business consistent with past practice), or disclose to any Person who has not entered into a confidentiality agreement any Trade SecretsBusiness; (viif) with respect Cause or permit any amendments to any its Articles of the Target Entities, terminate, Incorporation or waive or assign any material right under, any Company Material Contract or enter into any Contract Bylaws that would be have a Company Material Contract, in any case outside of material adverse effect on the ordinary course of business consistent with past practice Business or in connection with impair the terms of this Section 5.2 during the Interim PeriodAssets; (viiig) fail Acquire or agree to maintain its booksacquire by merging or consolidating with, accounts and records or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, which in all material respects any of such events would result in the ordinary course acquisition of business consistent with past practice; (ix) establish any Subsidiary Assets that is not directly or indirectly wholly-owned by the Company or enter into any new line of business; (x) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assetsare material, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect; (xi) revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP and after consulting with the Company’s outside auditors; (xii) with respect to any of the Target Entities, waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Entity or its Affiliates) not in excess of $200,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in to the Seller FinancialsBusiness; (xiiih) with respect to any of the Target Entities, close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities; (xiv) with respect to any of the Target Entities, acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice; (xv) with respect to any of the Target Entities, make capital expenditures in excess of $200,000 (individually for any project (or set of related projects) or $500,000 in the aggregate) other than in the ordinary course of business (excluding for the avoidance of doubt, incurring any Expenses); (xvi) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Merger); (xvii) with respect to any of the Target Entities, voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually or $500,000 in the aggregate other than pursuant to the terms of a Company Material Contract or Company Benefit Plan or otherwise in the ordinary course of business; (xviii) with respect to any of the Target Entities or of the Seller’s interest therein, sellSell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), license or otherwise dispose of any material portion of its properties, assets or rightsthe Assets; (xixi) enter into Grant any agreement, understanding severance or arrangement with respect termination pay (i) to any director or officer or (ii) to any other employee engaged in the voting of equity securities of Business except payments made pursuant to standard written agreements outstanding on the Companydate hereof or as described in Schedule 2.12(a); (xxj) take Write up any action that would reasonably be expected to significantly delay of the Assets, including without limitation writing down the value of inventory or impair the obtaining of any Consents of any Governmental Authority to be obtained in connection with this Agreement; (xxi) accelerate the collection of any trade receivables writing off notes or delay the payment of trade payables or any other liabilities accounts receivable other than in the ordinary course of business consistent with past practicepractices; (xxiik) with respect to Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) of the Target EntitiesBusiness, enter into or amend, or waive any material rights under, any transaction with any Company Related Person (other than compensation and benefits and advancement of expensesthe payment, in each case, provided discharge or satisfaction in the ordinary course of business consistent with past practice)of liabilities reflected or adequately reserved against in the November Schedule; (l) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes relating to the Business; (m) Enter into any strategic alliance or joint marketing arrangement or agreement which would relate or effect the Business; or (xxiiin) authorize Take, or agree in writing or otherwise to do take, any of the foregoing actionsactions described in Sections 4.1(a) through (o) above, or any other action that would prevent the Seller from performing or cause the Seller not to perform its covenants hereunder.