Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c), except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operations.

Conduct of Business Prior to Closing. Except Between the date of the execution of this Agreement and the Closing, the Borrower and the Guarantor Parties: (a) shall not enter into any agreements of any nature relating to or affecting the Loan Collateral or the business of the Borrower or Guarantor, including any agreement which may restrict the Borrower or Guarantor, as expressly applicable, from operating its business as currently conducted unless the written consent of the Lender shall first be obtained, (b) shall not convey or remove from any location where now located, any of the Loan Collateral to be conveyed under the Conveyance Documents, (c) shall not cancel any insurance policies with respect to the Loan Collateral and shall preserve and maintain its permits and licenses including any cannabis related licenses, (d) shall use commercially reasonable efforts to continue to operate the Cannabis Business and the Loan Collateral in the ordinary course consistent with past practice, subject to the availability of sufficient working capital and the Borrower and Guarantor’s reasonable business judgment, (e) shall use commercially reasonable efforts to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Borrower and Guarantor and shall maintain the Loan Collateral in a state of repair and condition that is consistent with the requirements and normal conduct of the business of the Borrower and Guarantor, subject to the availability of sufficient working capital and the Borrower and Guarantor’s reasonable business judgment, (f) shall maintain its books and records in accordance with past practice, (g) shall not incur any Indebtedness other than Permitted Indebtedness or authorize or commit to the same, (h) shall not lend money to or guarantee the debts of any other Person or authorize or commit to the same, (i) shall not issue or amend any securities or authorize or commit to the same, except as contemplated by the Call Option Agreement, (j) shall not take any action that would materially delay, prohibit or impede the transactions contemplated by this Agreement or disclosed the Call Option Agreement, (k) shall fully cooperate with any reasonable requests of appraisers retained by the Lender or its counsel, (l) shall comply in all material respects with applicable laws, (m) shall not lend money to, or guarantee the debts of, any other Person, (n) shall not settle or commence any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity commenced to which the Borrower or Guarantor is a party, (o) shall not amend its constating documents, (p) shall not effect any split, consolidation, reclassification, redemption or repurchase of its securities, (q) shall not reorganize, amalgamate or merge, (r) shall not undertake any voluntary dissolution, liquidation or winding-up or any other disposition of its assets for the purpose of winding up, (s) shall not declare, set aside or pay any dividend or other disposition of any kind or nature (whether in cash, stock or property or any combination thereof) in respect of any securities, (t) shall not make any bonus or profit sharing distribution or similar payment of any kind, (u) except as required by applicable law, shall not agree to or make any severance, change of control or termination payment or increase the compensation of any employee, officer, director or consultant, (v) shall not terminate, dismiss, demote or otherwise decrease the job requirement of any officer, (w) shall not appoint any officer, (x) shall complete on Schedule 6.1(c)a timely basis all requisite filings with Governmental Authorities or as may otherwise be required under applicable law, except (y) shall allow a representative of the Lender to attend and observe any meeting of the board of directors of the Borrower or Guarantor, (z) shall not make or enter into any commitment or agreement in contravention of the foregoing and (aa) shall use best efforts to satisfy the conditions to Closing set forth in Section 3 of this Agreement. Notwithstanding the Existing Events of Default, the Borrower and Guarantor Parties shall comply with all covenants contained in the Loan Agreement and the other Loan Documents subject to the continuation of the Existing Events of Default; provided, that the Lender hereby consents to the Transfer of the Loan Collateral to the Designee and such Transfer shall not constitute a Default or Event of Default under the Loan Documents. Notwithstanding the foregoing, to the extent the Modesto Planning Department informs the Lender that any covenant contained in Section 4 of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s this Agreement constitutes “control” requiring thirty (30) day prior written consent (such consent not to be unreasonably withheldfrom the Modesto Planning Department, conditioned, delayed or denied), Seller shall the parties hereto agree that (i) conduct upon written notice from the Business in Lender such covenant shall be deemed to be of no force and effect until such thirty (30) day prior written notice from the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller Modesto Planning Department has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Casebeen obtained, (ii) notto the extent requested by the Lender in writing, directly the parties shall agree to amend this Agreement to remove or indirectlymodify such covenant only to the extent required so as to not trigger such thirty (30) day prior written consent requirement, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, and (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant solely to the DIP Financingextent the Lender elects in its sole discretion by written notice to the other parties, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operationsbe deemed terminated.

Conduct of Business Prior to Closing. Except Prior to the Closing, except as expressly otherwise contemplated by this Agreement or disclosed on Schedule 6.1(c)Agreement, except the Sellers agree that they will cause the Transferred Companies to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (ia) conduct the Business their business in the Ordinary Course of Business and (b) conduct their respective businesses in a manner such that the conditions to Closing set forth in Sections 4.1 and 4.2 would reasonably be expected to be satisfied. Without limiting the generality of the foregoing, without the prior consent of the Buyer, the Sellers will cause each of the Transferred Companies not to, and each of the Transferred Companies shall not, take any action as a result of which any of the changes or events listed in Section 2.9 (other than any action or event referred to in clause (a) thereof) is likely to occur or enter into any Contract that, if in existence on the date of this Agreement, would have been required to be listed in Section 2.14 of the Disclosure Letter (other than any extension or renewal of a Contract listed on Section 2.14 of the Disclosure Schedule on terms substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to terms of such Contract on the payment of accounts payable of Sellerdate hereof), taking into account Seller’s status except as expressly contemplated by this Agreement. Notwithstanding the foregoing, (i) the Sellers agree that they shall cause the transfer to Nortek or any of its Affiliates (other than a debtor-in-possession Transferred Company) prior to Closing of (x) the real estate and facility owned by Napco, Inc. in Butler, PA and (y) all of the Bankruptcy Casestock of Xxxxxxx Canada Limited, and (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (the Sellers shall approve in writing or otherwise) to sell or otherwise transfer or dispose of any a timely manner the request for capital expenditures totaling approximately $1,400,000 in respect of the Acquired AssetsFair Bluff, except in NC facility capacity expansion project and shall cause to be spent the Ordinary Course portion of Business, (iii) not, directly or indirectly, permit, offer, agree or commit such amount scheduled to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business be spent prior to the Closing in accordance with the schedule set forth on Exhibit 6.2 hereto (it being understood that the Sellers shall not have any responsibility to make any expenditure of the remaining portion of such amount). Buyer acknowledges that the Sellers operate a centralized cash management system and (B) prior that substantially all of the cash of the Transferred Companies has been, and will continue to be, distributed to the ClosingSellers; provided, Seller however, that the Sellers shall exercise consistent withnot remove from the Transferred Companies any restricted cash held in connection with any industrial revenue bond financing otherwise than in respect of the payment of capital expenditures in connection with the facility or assets to which such industrial revenue bond financing relates; provided, and subject to further, that the terms and conditions amount of this Agreement, complete control and supervision any such cash on account with the Transferred Companies as of its operationsthe Closing Date shall increase the Purchase Price payable under Section 1.2 dollar for dollar.

Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c)(a) The Sellers covenant and agree that, except between the date hereof and the Closing Date, they shall cause the Acquired Companies to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business operate in the Ordinary Course ordinary course of Business and in a manner substantially similar to the manner in which Seller has operatedbusiness, consistent with past practice practice, except as otherwise provided in this Agreement and except: (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status i) as a debtor-in-possession in the Bankruptcy Case, otherwise contemplated by this Agreement; (ii) notexcept as permitted by Section 4.1(b), directly that the Acquired Companies may not distribute cash and cash equivalents to one or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any more of the Acquired Assets, except in Sellers on or prior to the Ordinary Course of Business, Closing Date; and (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any that the rights (if any) of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted LiensREITCO in and to, and other than the obligations under or arising from, (x) the tradename "Cobblestone" and (y) that certain license agreement by and among REITCO, as successor by merger to Cobblestone Holdings, Inc., MGG and Cobblestone, pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession which REITCO and MGG currently license certain rights in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court tradename "Cobblestone" will be assigned by REITCO to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business MGG prior to the Closing and (iv) that the Sellers or their Affiliates (including the Acquired Companies) may transfer shares of capital stock of the Acquired Companies so long as (A) the Sellers transfer to the Buyer pursuant to Article I hereof, all of the issued and outstanding Acquired Shares, and (B) prior to the Companies own all of the issued and outstanding capital stock of their Subsidiaries, except as disclosed on the Schedules hereto. Without limiting the generality of the foregoing, from the date hereof until the Closing, Seller except as required by this Agreement and except for transactions expressly approved in writing by Buyer, which approval shall exercise consistent withnot be unreasonably withheld, and subject to the terms and conditions of this Agreement, complete control and supervision of its operations.Sellers shall use commercially reasonable efforts to:

Conduct of Business Prior to Closing. Except (a) The Company covenants to the Parent and Merger Sub that, except as may be approved in writing by the Parent, expressly contemplated by this Agreement or disclosed any Related Document, or as set forth on Section 8.1 of the Company’s Disclosure Schedule 6.1(c), except from and after the date hereof to the Closing Date: the Company and its Subsidiaries (i) will not conduct or operate the Business other than in the ordinary course consistent with prior practice; (ii) will use commercially reasonable efforts to protect the Business of the Company and its Subsidiaries and maintain the goodwill they each now enjoy; and (iii) to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect such operations, shall use commercially reasonable efforts to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available present business organization of the services of Company and its current employees Subsidiaries and agents and to maintain its relations and goodwill preserve their relationships with its vendors, material suppliers, customersdistributors, distributors customers and any others having business dealings with whom or with which it has business relationsthem, and use their commercially reasonable best efforts to preserve in full force and effect all material contracts (v) other than those contracts which are scheduled to expire in accordance with their terms and are not file any motion with otherwise renewable or their renewal would be deemed detrimental to the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(cCompany or its Subsidiaries). Without limiting any Party’s rights At or obligations under this Agreementprior to Closing, the Parties understand Company and agree the Principal Stockholders shall deliver to Parent such additions to or modifications of any sections or subsections of the Company’s Disclosure Schedule and the Stockholders’ Disclosure Schedule, as the case may be, as may be necessary to make the information set forth therein true, accurate and complete in all material respects; provided that (A) nothing contained in this Agreement shall give Buyer, directly no addition or indirectly, modification to the power to control or direct the operations of Seller, Company’s Disclosure Schedule or the Business prior Stockholders’ Disclosure Schedule that constitutes or reflects an event or occurrence that could have a Material Adverse Effect shall be effective unless the Parent consents to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions such addition or modification. For all purposes of this Agreement, complete control including without limitation for purposes of determining whether the conditions set forth in Section 8.13(a) have been fulfilled and supervision whether the indemnification obligation set forth in Article 7 arise, the representations and warranties of its operationsthe Company set forth in Article 3 and the representations and warranties of the Principal Stockholders set forth in Article 4 shall be deemed to be qualified by the Company’s Disclosure Schedule and the Sellers’ Disclosure Schedule, each as supplemented or amended in accordance with this Section 8.1 at or prior to Closing.

Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c)The Seller covenants and agrees that between the date hereof and the Closing, except to Seller will conduct the extent of Tomco Business only in the filing of the Bankruptcy Case ordinary course and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied)consistent with past practice. In addition, Seller shall (i) conduct consult with, and obtain the Business in the Ordinary Course of Business and in a manner substantially similar written approval of, Buyer prior to the manner in which Seller has operated, consistent with past practice (including adopting or implementing operational decisions with respect to the payment Tomco Business of accounts payable a material nature. Without limiting the generality of Sellerthe foregoing, Seller will (i) use its reasonable best efforts to continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice, except for trade shows (which will not be scheduled or undertaken), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, ; (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit use its reasonable best efforts to (in writing or otherwiseA) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Businesspreserve intact its business organizations, (iiiB) notcontinue in full force and effect without material modification all existing policies or binders of insurance currently maintained by Seller, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liensand (C) preserve its current relationships with its customers, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or Persons with which it has business relationsrelationships material to the continued operation of the Tomco Business except for material suppliers and other vendors; (iii) exercise quality control measures at least as stringent as past practice and such additional quality control measures as may be reasonably necessary in light of the circumstance (such as the fact that the employees of the Tomco Business will be advised that Seller will be terminating their employment) to ensure that all Products remanufactured prior to Closing are of consistent quality with Products remanufactured prior to the date of this Agreement; (iv) not enter into any Contract which, and if entered into prior to the date hereof, would have been required to be disclosed to Buyer pursuant to Section 8.9, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, (v) not file engage in any motion with the Bankruptcy Court practice, take any action, fail to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting or enter into any Party’s rights transaction which could cause any representation or obligations under warranty of Seller to be untrue or result in a material breach of any covenant by Seller in this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (Bvi) prior to refrain from doing any of the Closing, Seller shall exercise consistent with, and subject to the terms and conditions things enumerated in clauses (b) through (f) of this Agreement, complete control and supervision of its operationsSection 8.15 hereof.

Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c), except (a) Prior to the extent of Closing, the filing of Seller Parties will conduct their respective businesses and affairs only in the Bankruptcy Case ordinary course and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s consistent with their prior written consent (such consent not to be unreasonably withheldpractice and will maintain, conditionedkeep and preserve their assets and properties in good condition and repair and maintain insurance thereon in accordance with present practices, delayed or denied), Seller shall and will use their best efforts (i) conduct to preserve the Business in the Ordinary Course business and organization of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Casetheir respective organizations intact, (ii) notto keep available to Surviving Corporation the services of their respective officers, directly or indirectlyemployees, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Businessagents and independent contractors, (iii) notto preserve for the benefit of Surviving Corporation the goodwill of correspondent banks, directly suppliers, depositors, loan customers, landlords and others having business relations with them, and (iv) to cooperate with each other and use reasonable efforts to assist in obtaining the consent of any party where the consent of such party may be required by reason of the transactions contemplated hereby. Without limiting the generality of the foregoing, prior to the Closing, the Seller Parties shall not without approval of Purchaser: (i) change their articles of association, articles of incorporation or indirectlybylaws or merge or consolidate or obligate themselves to do so with or into any other entity, permitexcept as specifically required by this Agreement; and (ii) perform, offer, agree take any action or commit incur or permit to permit, exist any of the Acquired Assets to become subjectacts, directly transactions, events or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, occurrences of the type (1) described in subparagraphs (i) through (xvi) of Section 5(i) of this Agreement which would have been inconsistent with the representations and other than pursuant warranties set forth therein had the same occurred after the Balance Sheet Date and prior to the DIP Financing, date hereof or (iv2) taking into account Seller’s status as a debtor-in-possession described in Section 5(m) of this Agreement which would be required to be set forth on Schedule 5(m) hereof. (b) Seller Parties and Purchaser Parties shall give each other prompt written notice of any change in any of the information contained in the Bankruptcy Caserepresentations and warranties made in Section 5, preserve intact Section 6 or elsewhere in this Agreement or the Businessschedules referred to herein which occurs prior to the Closing. (c) Beginning on the date of this Agreement, Messrs. Xxxx Xxxxx and Xxxxxx Xxxxxxxxx or their designees, shall be entitled to keep available the services receive notice of its current employees and agents and to maintain its relations attend all regular and goodwill with its vendorsspecial meetings of the board of directors and all committees of Seller Parties, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreementthe officer loan committee, investment committee, the Parties understand executive committee, the personnel committee, and agree any other committee of Seller Parties, except that (A) nothing contained in such persons shall excuse themselves from any meeting or portion thereof where this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior transactions contemplated by this Agreement are being discussed. (d) The Parties shall use their respective best efforts to cause the Closing and (B) prior to consummation of the Closing, Seller shall exercise consistent with, and subject to transactions contemplated hereby in accordance with all the terms and conditions of this Agreement, the Plan of Merger, the Subsidiary Plan of Merger and the Bank Plan of Merger. Without limiting the foregoing, the Parties shall use their respective best efforts to obtain and make all consents, approvals, assurances or filings of or with third parties and any Governmental Authority necessary or, in the opinion of the Parties, advisable for the consummation of the transactions contemplated by this Agreement including, without limitation, approvals from the FRB, the FDIC, the TSLD and the OCC. Seller Parties, on the one hand, and Purchaser Parties, on the other hand, will promptly comply with all other filing requirements which federal, state or foreign law may impose on them, respectively, with respect to this Agreement, the Plan of Merger, the Subsidiary Plan of Merger and the Bank Plan of Merger. (e) Each of the Parties shall deliver to the other as soon as they become available accurate and complete control copies of all reports, forms, and supervision documents filed by any of its operationsthem (or their subsidiaries) with any Governmental Authority subsequent to the date hereof and prior to the Closing Date. Such reports, forms, and documents will comply in all material respects with all applicable requirements of federal and state banking and securities laws. None of such reports, forms, and documents, including without limitation any financial statements or schedules included therein, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The financial statements of each of the Parties included in such reports, forms, and documents will present fairly, in conformity --20-- with GAAP, or, where regulatory accounting principles supersede GAAP, in conformity with such regulatory accounting principles, applied on a consistent basis the financial position of the Parties as of the dates thereof and their results of operations for the periods then ended. 8.

Conduct of Business Prior to Closing. Except During the period from the date of this Agreement to the Closing, the Seller shall: except as expressly contemplated by otherwise provided in this Agreement or disclosed on Schedule 6.1(cconsented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, ordinary course consistent with past practice (including with respect to and regular customer service and business policies and not enter into any transaction which, if effected before the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions date of this Agreement, complete control would constitute a breach of the representations, warranties or agreements of the Seller contained in this Agreement; use all reasonable efforts to maintain good relations with its employees, customers, and supervision suppliers; preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; pay the debts, Taxes and other obligations of the Business when due; continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; perform all of its operations.obligations under all Contracts (including all Assigned Contracts); maintain the Books and Records of the Seller in accordance with past practice; comply in all material respects with all Applicable Law applicable to the conduct of the Business or the ownership and use of the Purchased Assets; not take or permit any action that would cause any of the changes, events or conditions described in Section 4.8 to occur; cooperate with the Purchaser and use all reasonable efforts to obtain and diligently assist the Purchaser in obtaining (i) all necessary Consents under any Applicable Law, and (ii) all necessary consents and approvals required any Contract; and promptly advise the Purchaser orally and, if then requested by the Purchaser, in writing, of

Conduct of Business Prior to Closing. Except At or before the Closing, ACDL will cause all necessary steps and corporate proceedings to be taken in order to permit the Purchased Shares to be issued to Pinnacle as expressly contemplated by fully paid and non-assessable shares in the capital of ACDL and to be duly recorded on the share registers and corporate records of ACDL as shares issued to and in favour of Pinnacle. At the Closing Time, a share certificate representing the Purchased Shares shall be delivered to Pinnacle without cost. From the date hereof until the earlier of Closing and the termination of this Agreement or disclosed on Schedule 6.1(c)in accordance with its terms, except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business otherwise provided in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectlyTransaction Agreements, the power to control or direct Share Purchase and Option Agreement, the operations of SellerSupplemental Loan Agreement, or consented to in writing by Pinnacle (which consent shall not be unreasonably withheld or delayed), ACDL (which for purposes of this Section 3.1 shall include ACDL and its Subsidiaries) shall (w) conduct its business in the Business prior ordinary course of business consistent with past practice; (x) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of ACDL and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with ACDL and (y) comply with the covenants set forth in Section 3.2 of this Agreement. Without limiting the foregoing, from the date hereof until the earlier of the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions termination of this AgreementAgreement in accordance with its terms, complete control and supervision ACDL shall not, without first obtaining the written consent of its operations.Pinnacle (which consent shall not be unreasonably withheld or delayed), take any of the following actions:

Conduct of Business Prior to Closing. Except From the date hereof until the Closing, except as expressly contemplated by otherwise provided in this Agreement or disclosed on Schedule 6.1(c)consented to in writing by Purchasers, except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller Sellers shall (ix) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, and (iiiy) not, directly or indirectly, permit, offer, agree or commit use reasonable best efforts to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, maintain and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact their respective current Business organization, operations and franchise and to preserve the Businessrights, to keep available the services franchise, goodwill and relationships of its current employees and agents and to maintain its relations and goodwill with its vendorsemployees, customers, lenders, suppliers, customers, distributors regulators and any others with whom or with which it has business relations, and (v) not file any motion having relationships with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c)Business. Without limiting any Party’s rights or obligations under this Agreementthe foregoing, from the Parties understand date hereof until the Closing Date, each Seller shall: (a) preserve and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, maintain all Permits required for the power to control or direct conduct of the operations of Seller, Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business prior to when due; (c) maintain the Closing properties and (B) prior to assets included in the Closing, Seller shall exercise consistent with, and subject to Purchased Assets in the terms and conditions same condition as they were on the date of this Agreement, complete control subject to ordinary wear and supervision tear; (d) Except for the Lease Extension, not permit any subleases or lease amendments to the Real Property Leases, without Purchaser’s prior written consent, which consent will not be unreasonably withheld or delayed; (e) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its operations.obligations under all Assumed Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (j) except as contemplated by Section 7.1(d), not amend, modify or enter into a Material Contract without Purchaser’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed (it being understood and agreed that (i) Purchaser consents to Sellers’ execution and delivery of a one- year extension of the term and amendment to the Heartland Food Products, LLC Supply Agreement in substantially the form Made Available to Purchaser prior to execution hereof; and (ii) the Disclosure Schedules shall be amended to reflect such amendment upon execution and delivery thereof); and (k) not take or permit any action that would cause any of the changes, events or conditions described in Section 5.8 to occur. In connection with requesting the written consent required pursuant to Section 7.1(d) and Section 7.1(j), Sellers shall provide Purchasers with such information as Purchasers reasonably request and disclosures (including a draft of modifications to the Disclosure Schedules) proposed to be made in order to accommodate the applicable agreement as to which consent is requested under such sections. Upon Purchasers’ written consent pursuant to Section 7.1(d) or Section 7.1(j) (as applicable), the Disclosure Schedules shall be modified as necessary to give effect to such consent and entry into the applicable agreement. 7.2

Conduct of Business Prior to Closing. Except Prior to the earlier of the Closing or the termination of this Agreement except (a) as set forth on Schedule 4.2, (b) as otherwise expressly contemplated by this Agreement or disclosed on Schedule 6.1(c(including the consummation of the Vector Canada Dissolution), except (c) as required by Law, (d) as consented to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived in writing by Buyer’s prior written Parent (which consent (such consent shall not to be unreasonably withheld, conditionedconditioned or delayed), delayed or denied)(e) for the use of available cash to repay any Indebtedness and pay Transaction Expenses prior to the Closing, Seller shall (i) conduct and shall cause the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operatedAcquired Companies and, consistent with past practice (including with respect to the payment of accounts payable of Seller)Solulink Business, taking into account Seller’s status as a debtor-in-possession in the Bankruptcy CaseTriLink and its Affiliates to, (iii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) use its reasonable best efforts to sell or otherwise transfer or dispose of any of carry on the Acquired Assets, except Business in the Ordinary Course of Business, (iiiii) not, directly or indirectly, permit, offer, agree or commit use its reasonable best efforts to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve keep intact the Business, to keep available the services of its current employees and agents preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom it deals, (iii) not take any action that would be required to be set forth on Schedule 2.2(l) if such action had been taken prior to the date hereof, (iv) use its reasonable best efforts to maintain its relations assets in the Ordinary Course of Business in good operating order and goodwill with its vendorscondition, suppliers, customers, distributors reasonable wear and any others with whom or with which it has business relationstear excepted, and (v) not file incur any motion with Claims in respect to indebtedness for borrowed money, other than Permitted Claims, on the Bankruptcy Court property and assets of the Acquired Companies. Nothing herein will prevent Seller or the Acquired Companies from taking or failing to take any action inconsistent action, including the establishment of any policy, procedure or protocol, in response to COVID-19, with the prior written consent of Parent (such consent not to be unreasonably withheld or delayed, it being agreed that the failure of Parent to respond within forty eight (48) hours following written notice from Seller shall be deemed consent from Parent) and no COVID-19 Measures, assuming compliance with the foregoing, will be deemed to violate or breach this Agreement includingin any way, without limitationbe deemed to constitute an action taken outside the Ordinary Course of Business or serve as a basis for Parent to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided that, this Section 6.1(c)notwithstanding the foregoing, the Acquired Companies may use all available cash to repay any Indebtedness or to make cash distributions. Without limiting Seller shall promptly advise Parent in writing of the occurrence of any Party’s rights matter or obligations under event that would make the timely satisfaction of any of the conditions to closing set forth in ARTICLE III. Prior to the earlier of the Closing or the termination of this Agreement, upon any damage, destruction or loss to any material asset of the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly Business or indirectlythe Acquired Companies, the power to control or direct Maravai Guarantors and the operations of SellerSeller shall, or the Business prior and shall cause their Affiliates to, apply any and all insurance proceeds received with respect thereto to the Closing prompt repair, replacement and (B) restoration thereof to the condition of such asset before such event or, if required, to such better condition as may be required by Law and/or assign any rights to such insurance proceeds to the Acquired Companies prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operations.

Conduct of Business Prior to Closing. Except as expressly contemplated by agreed to in this Agreement or disclosed on Schedule 6.1(c), except to resulting from the extent completion of the filing of Seller Pre-Closing Reorganization or with the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such of Purchaser, which consent shall not to be unreasonably withheld, conditionedconditioned or delayed (so long as Seller provides, delayed or deniedon a timely basis, Purchaser with all sufficient information and documents reasonably necessary in the view of Purchaser), Seller shall (i) cause the Acquired Companies and Non-Controlled Joint Ventures, during the Interim Period, to conduct the Business their respective businesses in the Ordinary Course and, without limiting the generality of Business the foregoing, Seller shall cause each Acquired Company and Non-Controlled Joint Venture (a) to maintain in a manner substantially similar effect all of its Authorizations, (b) to observe, perform and comply in all material respects with all of the manner obligations contained in which Seller has operated, consistent with past practice (including the Material Contracts with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtorsuch Acquired Company or Non-in-possession in the Bankruptcy CaseControlled Joint Venture, (iic) not, directly or indirectly, sell to preserve intact its business organization and relationships with third parties (including contractual or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendorscustomers, suppliers, customersjoint venture co-owners, distributors and any others with whom counterparties, partners or with which it has business relationsemployees), and (vd) not file to take any motion with the Bankruptcy Court affirmative action or omit to take any action inconsistent with this Agreement includingwithin its control, without limitationas a result of which action or omission any of the representations and warranties in Section 3.2(k) (Conduct of Business) would become untrue or which would, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, if it had been done after the Parties understand date of the Interim Balance Sheet and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, before the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions date of this Agreement, complete control have been required to be disclosed in Schedule 3.2(k) of the Seller Disclosure Letter. Without limiting the generality of the foregoing, except as expressly agreed to in this Agreement or resulting from the completion of the Seller Pre-Closing Reorganization or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (so long as Seller provides, on a timely basis, Purchaser with all sufficient information and supervision documents reasonably necessary in the reasonable view of its operations.Purchaser) during the Interim Period, Seller will not permit any Acquired Company to, and will cause the Non-Controlled Joint Ventures not to:

Conduct of Business Prior to Closing. Except Prior to the Closing, except as expressly otherwise contemplated by this Agreement or disclosed on Schedule 6.1(c)Agreement, except the Sellers agree that they will cause the Transferred Companies to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (ia) conduct the Business their business in the Ordinary Course of Business and (b) conduct their respective businesses in a manner such that the conditions to Closing set forth in Sections 4.1 and 4.2 would reasonably be expected to be satisfied. Without limiting the generality of the foregoing, without the prior consent of the Buyer, the Sellers will cause each of the Transferred Companies not to, and each of the Transferred Companies shall not, take any action as a result of which any of the changes or events listed in Section 2.9 (other than any action or event referred to in clause (a) thereof) is likely to occur or enter into any Contract that, if in existence on the date of this Agreement, would have been required to be listed in Section 2.14 of the Disclosure Letter (other than any extension or renewal of a Contract listed on Section 2.14 of the Disclosure Schedule on terms substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to terms of such Contract on the payment of accounts payable of Sellerdate hereof), taking into account Seller’s status except as expressly contemplated by this Agreement. Notwithstanding the foregoing, (i) the Sellers agree that they shall cause the transfer to Nortek or any of its Affiliates (other than a debtor-in-possession Transferred Company) prior to Closing of (x) the real estate and facility owned by Napco, Inc. in Butler, PA and (y) all of the Bankruptcy Casestock of Xxxxxxx Canada Limited, and (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (the Sellers shall approve in writing or otherwise) to sell or otherwise transfer or dispose of any a timely manner the request for capital expenditures totaling approximately $1,400,000 in respect of the Acquired AssetsFair Bluff, except in NC facility capacity expansion project and shall cause to be spent the Ordinary Course portion of Business, (iii) not, directly or indirectly, permit, offer, agree or commit such amount scheduled to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business be spent prior to the Closing in accordance with the schedule set forth on EXHIBIT 6.2 hereto (it being understood that the Sellers shall not have any responsibility to make any expenditure of the remaining portion of such amount). Buyer acknowledges that the Sellers operate a centralized cash management system and (B) prior that substantially all of the cash of the Transferred Companies has been, and will continue to be, distributed to the ClosingSellers; PROVIDED, Seller HOWEVER, that the Sellers shall exercise consistent withnot remove from the Transferred Companies any restricted cash held in connection with any industrial revenue bond financing otherwise than in respect of the payment of capital expenditures in connection with the facility or assets to which such industrial revenue bond financing relates; PROVIDED, and subject to FURTHER, that the terms and conditions amount of this Agreement, complete control and supervision any such cash on account with the Transferred Companies as of its operationsthe Closing Date shall increase the Purchase Price payable under Section 1.2 dollar for dollar.

Conduct of Business Prior to Closing. Except From the date hereof until Closing, except as expressly contemplated otherwise provided in this Agreement, set forth in Section 5.01 of the Disclosure Schedules or consented to in writing by this Agreement Buyer (which consent shall not be unreasonably withheld or disclosed on Schedule 6.1(cdelayed), except to the extent of the filing of the Bankruptcy Case Company shall, and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent shall cause its Subsidiaries to: (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (ia) conduct the Business business of the Acquired Companies in all material respects in the Ordinary Course ordinary course of Business and in a manner substantially similar to the manner in which Seller has operated, business consistent with past practice practices; and (including b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Acquired Companies. Notwithstanding the foregoing, the parties hereto hereby agree that the Acquired Companies shall be allowed to use Cash to pay off Indebtedness prior to Closing and to distribute any and all Cash to its shareholders prior to Closing. From the date hereof until Closing, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Company shall not take or cause or permit its Subsidiaries to take any action that would cause any of the changes, events or conditions described in Section 3.12 to occur; provided, however, that any capital expenditures that the Company desires to make during such period that are in addition to the Approved Capital Expenditures shall be presented to Buyer along with documentation supporting the making of such capital expenditure and after receipt of all requested information, Buyer shall have a thirty (30) day period in which to approve such capital expenditure in its discretion. For all such capital expenditures that are approved by Buyer (the “Additional Capital Expenditures”), the Company shall be fully reimbursed for such Additional Capital Expenditures, which shall result in an increase to the Purchase Price and the Closing Payment, as set forth in Section 2.02 and Section 2.03(a), respectively. Without limiting the generality of the foregoing, from the date hereof until Closing, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), no Acquired Company shall: execute (a) any contract that would have been a Material Contract were any Acquired Company a party or subject thereto on the date of this Agreement other than entry into renewals of existing Company Material Contracts in the ordinary course of business consistent with past practices (but in no event, for terms of more than twenty-four (24) months); (b) any lease agreement for real property (other than a lease with respect to the payment of accounts payable of SellerNarrows Theater in Tacoma, Washington); or (c) terminate or amend in any material respect any Material Contract or waive, taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Caserelease or assign any material right, (ii) not, directly claims or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose benefit of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or EncumbranceCompany thereunder, except for Permitted Lienssuch terminations, and other than pursuant to the DIP Financingamendments, (iv) taking into account Seller’s status as a debtor-in-possession waivers, releases or assignments in the Bankruptcy Case, preserve intact the Business, to keep available the services ordinary course of its current employees and agents and to maintain its relations and goodwill business consistent with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operationspast practices.

Conduct of Business Prior to Closing. The Vendor hereby agrees that during the Interim Period, except as otherwise contemplated or permitted by this Agreement, all undertakings and activities conducted by the Vendor, its Subsidiaries and the Company relating to the Business shall to the fullest extent practicable be conducted solely through the Company and not through the Vendor, a Subsidiary or any other Person. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c)agreed to in writing by the Purchaser, except and subject to the extent fiduciary obligations of its directors and officers, during the filing period from the date of this Agreement through the Bankruptcy Case and thereafter as expressly required under Closing Time, the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheldCompany shall, conditionedin all material respects, delayed or denied), Seller shall (i) conduct the carry on its Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operatedordinary course as currently conducted, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, no repayment or return of capital, no declaration or payment of dividends and no payment of bonuses earned and unpaid (unless the failure to pay a bonus would violate an agreement to which the Company is a party and provided that such payment and the reason therefore has been disclosed in writing to the Purchaser). The provisions of this Section 6.1(c)4.1 shall not preclude Vendor from causing the Company to discharge liabilities in the ordinary course of business, including liabilities owed by the Company to Vendor. Without limiting any Party’s rights or obligations under this AgreementThe Vendor shall provide the Company's monthly unaudited financial statements (consisting of a balance sheet, an income statement and a list of outstanding payables and receivables) a list of the accounts receivable of Vendor and a list of revenues, expenses and outstanding payables of Vendor relating to the Business to the Purchaser within 20 days of the last day of each month until the Closing Date. Vendor, the Parties understand Company and Purchaser agree that (A) nothing contained in this Agreement for the purposes of these interim financial statements The Company shall give Buyernot, directly without the prior written consent of the Purchaser, knowingly enter into any transaction or indirectlypermit any transaction to be entered into which would constitute a breach of the representations, warranties or covenants of the power Vendor herein contained. The Vendor further covenants that the Company shall exercise reasonable effort to control or direct comply with all laws and the provisions of all agreements affecting the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operationsBusiness.