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

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each of Seller and SED shall, and shall cause each member of the Company Group to, (x) conduct the its business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of each member of the Company Group and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with any member of the CompanyCompany Group. Without limiting the foregoing, from the date hereof until the Closing Date, each of Seller and SED shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (xa) conduct the business of the Company Business in the ordinary course of business consistent with past practicebusiness; and (yb) use commercially reasonable best efforts to maintain and preserve intact the its current organization, business Business organization and franchise of the Company operations and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:Business.

Conduct of Business Prior to the Closing. From the date hereof Effective Date until the ClosingClosing Date, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof Effective Date until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. (a) From the date hereof until the ClosingClosing Date, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shalleach Group Company will, and shall the Sellers will cause the Company Group Companies to, : (xa) conduct the its business of the Company in the ordinary course of business consistent with past practicebusiness; and (yb) use reasonable best efforts to maintain and preserve intact the its current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companyit. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallno Group Company will, except as otherwise provided in this Agreement or as expressly required by Law, without the prior written consent of Buyer:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and the Sellers shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, franchisees, licensees, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:.

Conduct of Business Prior to the Closing. (a) From the date hereof until the Initial Closing, except as otherwise provided in this Agreement, in the Management Agreement or consented to in writing by Buyer Investor (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller the Company Parties shall, and shall cause the Company to, (x1) conduct the business Business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y2) use commercially reasonable best efforts to maintain and preserve intact the current organization, business Business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing MSA Effective Date, Seller the Company Parties shall, and subsequent to the MSA Effective Date until the Initial Closing the Company Parties shall, in accordance with the Management Agreement, use commercially reasonable efforts to assist Investor or Investor’s Affiliate to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallshall use its best efforts to:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing Date, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, Seller shall, and shall cause the each Company to, (x) conduct continue to operate the business of Business as it has in the Company past and not engage in any transactions outside the ordinary course of business consistent with past practicebusiness; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompanies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. (a) Conduct of Business of the Company. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer the Parent (which consent shall not be unreasonably withheld withheld, delayed, denied, or delayedconditioned), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; practice and (y) use reasonable best efforts to maintain and preserve intact the current organization, business business, and franchise of the Company and to preserve the rights, franchises, goodwill goodwill, and relationships of its employees, customers, lenders, suppliers, regulators regulators, and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, Seller shall, and shall cause the Company Acquired Companies to, (x) conduct the business of the Company Acquired Companies in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Acquired Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyAcquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and each of the Sellers shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each of the Sellers shall:

Conduct of Business Prior to the Closing. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use their reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller and Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:Business.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the its business of the Company in the ordinary course of business consistent with past practicepractice and in compliance in all material respects with all applicable Laws; and (y) use reasonable best commercial efforts to maintain and preserve intact the its current business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companyit. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. For purposes of this Article V, all references to the Company shall include the Subsidiaries unless context otherwise indicates. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company toshall, (x) conduct the its business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, landlords, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the each Company to, (x) conduct the business of the such Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the such Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the such Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)each of the Buyers, Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business business, operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its their respective employees, customers, lenders, independent contractors, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallthe Company shall not, and the Sellers shall cause the Company not to, without the prior written consent of the Buyers:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, : (xa) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (yb) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company and Holdco to, (x) conduct the business of the Company and Holdco in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and Holdco and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany or Holdco. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, and Seller shall (x) conduct the business of the Company Group in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany Group. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Group shall, and Seller shallshall cause the Company Group to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), the Stockholders and the Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and maintain satisfactory relationships of with its employees, customers, lenders, suppliers, regulators and others having material business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Stockholders and the Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or earlier termination of this Agreement in accordance with ARTICLE IX, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company and Cana Pharmaceuticals to, (x) conduct the their business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the their current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the Companythem. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or the termination of this Agreement in accordance with Section 9.01, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business substantially consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany and its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallneither the Company nor its Subsidiaries shall take or permit, or agree to take or permit, any of the following actions:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Sellers shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:Business.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:EXECUTION COPY

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, Companies to (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; , and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business organization and franchise of the Company Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompanies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller shall, and each Group Company shall cause the Company to, (xa) conduct the business of the Company Group Companies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (yb) use reasonable its best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyGroup Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each Group Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, and Seller shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall, and Seller shallshall cause the Company to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and the Equityholders shall cause to the Company to, to (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise required by applicable Law, provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company and Sub to, (x) conduct the business of the Company and Sub in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organizationorganization and business of Company and Sub, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Company or Sub, in each event as reasonably determined in the Company’s business judgment consistent with past practice, and subject to any limitations set forth in Section 6.8. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, organization and business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, : (xa) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (yb) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall:shall not cause or permit the Company to take any action that would cause any of the changes, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Sellers Group shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallGroup shall use commercially reasonable best efforts to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer the Buyers (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company toand the Sellers shall cooperate to ensure that, (x) conduct the business of the Company is conducted in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) the Sellers and the Company shall use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallthe Sellers shall ensure that the Company:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in permitted by this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause each of the Company Target Companies to, (x) conduct the business of the Company Target Companies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company; provided, however, Seller’s compliance with its obligations in Section 5.20 shall not be a violation of its covenants in this Section 5.01 in any respect. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the Purchased Assets and its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its the employees, customers, lenders, suppliers, regulators and others having business relationships with other Business Relations of the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in expressly required by this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoingforegoing and except (A) as expressly contemplated by this Agreement and (B) as required by Law, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or the termination of this Agreement in accordance with Section 9.01, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business substantially consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, (xa) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (yb) act in good faith and use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesSeller’s Employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall:shall not intentionally take any action that would cause any of the changes, events or conditions described in Section 4.04 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing DateClosing, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and each Group Company shall cause the Company to, (xa) conduct the business of the Company Group Companies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (yb) use all commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyGroup Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each Group Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or earlier termination of this Agreement, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), (a) Seller shall, and shall take no action that would cause the Company to, (x) to conduct the business of the Company in outside the ordinary course of business consistent with past practice; and (yb) use reasonable best efforts to maintain and preserve intact Seller shall take no action that would adversely affect the current organization, business and franchise of the Company and to preserve or the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), the Seller shall, and shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) other than with respect to the closing of certain of the Excluded Stores, use commercially reasonable best efforts to maintain and preserve intact the its current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, but subject to the parenthetical set forth in the preceding sentence, from the date hereof until the Closing Date, the Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers and SBE Holdco shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; business, and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:Sellers and SBE Holdco shall cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 2.08 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or the termination of this Agreement, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller the Principals shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallthe Principals shall use commercially reasonable efforts to:

Conduct of Business Prior to the Closing. (a) From the date hereof until to the Closingearlier of the date of termination of this Agreement or the Closing Date, except as otherwise expressly provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and the Sellers shall cause the Company to, (x) conduct the business of the Company their businesses in the ordinary course Ordinary Course of business consistent with past practice; Business, and (y) use commercially reasonable best efforts to maintain and preserve intact the their current organization, organization and business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanySellers. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing Date (the “Pre-Closing Period”), except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the its business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current its business, organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its Lessees, employees, customers, lenders, suppliers, regulators and others having business relationships with the Companyits business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Sellers shall cause the Company to, : (xa) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (yb) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting In furtherance of the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Seller Parties shall, and shall cause the Company Group to, (x) conduct the business of the Company Group in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany Group. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller Parties shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Notwithstanding anything to the contrary in this Section 6.01 or this Agreement, nothing herein shall prevent the Company from making a distribution or dividend of cash or cash-equivalents to its shareholders prior to Closing. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, to (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallshall use commercially reasonable efforts to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (xa) conduct the business of the Company in the ordinary course of business consistent with past practice; and (yb) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:and (c) not to do anything described in Section 3.08.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, unions, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallshall cause the Company to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or the Coinsurance Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, Seller shall, and shall cause the Company Group to, (x) conduct the business of the Company Group in the ordinary course of business consistent with past practicepractice (including collecting receivables and paying payables as they become due and in compliance with all applicable Laws); and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany Group. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer the Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and the Sellers shall cause the Company to, (x) conduct the business of Business and use the Company Products in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the its current business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting Business and the foregoing, from the date hereof until the Closing Date, Seller shall:Product.

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing Date, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company Acquired Companies to, (x) conduct the their business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the their current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its any employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyAcquired Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closingearlier of Closing or termination of this Agreement, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Sellers shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course Ordinary Course of business consistent with past practice; and (y) use reasonable best efforts Commercially Reasonable Efforts to maintain and preserve intact the their current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing DateDate (or the earlier termination of this Agreement in accordance with its terms), Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. (a) . From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and Parties shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the its current business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Parties shall:preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets;

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller shall, and shall cause the each Company to, (x) conduct the business of the each Company in the ordinary course of business consistent with past practicepractice in all material respects; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the each Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the each Company. Without limiting the foregoing, from the date hereof until the Closing DateEffective Time, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers shall, and shall cause the Company and all Subsidiaries (other than BDFD) to, (x) conduct the business of the Company their businesses in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the their current organization, business organizations and franchise of the Company businesses and to preserve the rights, franchises, their goodwill and relationships of its with their employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany and such Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing DateClosing, Seller shall:Sellers shall cause the Company and the Subsidiaries (other than BDFD):

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause each member of the Company Group to, : (x) conduct the its business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts consistent with its past practice and custom to maintain and preserve intact the its current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Companyit. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Acquiror (which consent shall not be unreasonably withheld or delayed), Seller shall, and each Group Company shall cause the Company to, (xa) conduct the business of the Company Group Companies in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (yb) use its reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Group Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyGroup Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each Group Company shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company Companies to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practiceOrdinary Course; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company Companies and to preserve the rights, franchises, goodwill and relationships of its their employees, consultants, independent contractors, customers, lenders, suppliers, subcontractors, regulators and others having business relationships with the CompanyCompanies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Stockholders shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Stockholders shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, and its Subsidiaries shall (x) conduct the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany and its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company and its Subsidiaries shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Holdings (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany and its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall, and shall cause each of its Subsidiaries to:

Conduct of Business Prior to the Closing. From the date hereof Effective Date until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Company shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof Effective Date until the final Closing Date, Seller the Company, Promoter and Selling Stockholders shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as required by applicable Law, as otherwise expressly provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), each Seller shall, and Party shall cause the Company to, (x) conduct the business of the Company Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current Business organization, business operations and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyBusiness. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller Party shall:

Conduct of Business Prior to the Closing. From the date hereof Effective Date until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business business, and franchise of the Company and to preserve the rights, franchises, goodwill goodwill, and relationships of its employees, customers, lenders, suppliers, regulators regulators, and others having business relationships with the Company. Without limiting the foregoing, from the date hereof Effective Date until the Closing Date, Seller shallSellers shall cause the Company to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller the Company shall, and the Equityholders shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Equityholders shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Holdings (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, shall (x) conduct the business of the Company and its Subsidiaries in the ordinary course Ordinary Course of business Business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its their respective employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyCompany and its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall, and shall cause each of its Subsidiaries to: