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 Parent (which consent shall not be unreasonably withheld or delayed), the Company 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: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit 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 Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company Target shall (x) conduct the business of the Company Target 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 Target and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyTarget. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Target shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.06 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 Parent Buyer (which consent shall not be unreasonably withheld or delayed), the Company Sellers shall (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, the Company Sellers shall: (a) preserve and maintain all Permits required for and material to the conduct of its Permitsthe Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay its the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice; (d) use commercially reasonable efforts to maintain the properties and assets owned, operated or used by it included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (de) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement Law or usurpationin the ordinary course of business consistent with past practice; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessnot materially breach any Assigned Contracts; (g) maintain its books the Books and records Records in all material respects in accordance with past practice; (h) comply in all material respects with all Laws applicable Lawsto the conduct of the Business or the ownership and use of the Purchased Assets; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 4.6 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 Parent (which consent shall not be unreasonably withheld or delayed), the Company 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: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes debts and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; (i) not declare or pay any dividends or distributions on or in respect of any of its capital stock or redeem, purchase or acquire its membership units, or otherwise engage in any type of reorganization not contemplated by this Agreement; and (ij) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.07 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as of otherwise provided in this Agreement or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), the Company shall shall: (xa) conduct the business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; 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, the Company shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the its properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts contracts relating to or affecting its properties, assets or businessBusiness; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.8 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, Closing Date and except as otherwise provided in this Agreement or consented to in writing by Parent Alchemy Prime Holdings (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall (x) conduct the business of the Company in the ordinary course of hereby undertakes to maintain its 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 Alchemy Companies and to preserve the rights, franchises, goodwill and relationships of its the employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyAlchemy Companies. Without limiting the foregoing, from the date hereof Closing Date until the Closing DateRegulatory Approval, the Company shall, with regard to each of the Alchemy Companies: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this AgreementClosing Date, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.06 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 Parent (which consent shall not be unreasonably withheld or delayed), the Company 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: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occuroccur except to convert the Company from a subchapter S corporation to a C corporation in conjunction with the Merger.

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 Parent Buyer (which consent shall not be unreasonably withheld or delayed), the Company Seller shall (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, the Company shall:Business. (a) preserve and maintain all Permits required for the conduct of its Permitsthe Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay its the debts, Taxes and other obligations of the Business when due; (c) maintain the properties and assets owned, operated or used by it included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its the properties and assets included in the Purchased Assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books the Books and records Records in accordance with past practice; (hg) comply in all material respects with all Laws applicable Lawsto the conduct of the Business or the ownership and use of the Purchased Assets; and (ih) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 4.06 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 Parent Buyer (which consent shall not be unreasonably withheld or delayed), the Company 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 shall cause the Company to: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit 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 Parent Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company Seller shall (xa) conduct the business of the Company Business in the ordinary course of business consistent with past practiceof Seller; and (yb) 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 From the date hereof until the Closing Date, the Company except as consented to in writing by Xxxxx (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall: (a) preserve and maintain all Permits required for the conduct of its Permitsthe Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (dc) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) use commercially reasonable efforts to defend and protect its the properties and assets included in the Purchased Assets from infringement or usurpation; (fd) perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessAssigned Contracts; (g) maintain its books and records in accordance with past practice; (he) comply in all material respects with all Laws applicable Lawsto the conduct of the Business; and (if) not take or permit any action to be taken on behalf of Seller that would cause any of the changes, events or conditions described in Section 3.08 4.06 to occuroccur (except with respect to Section 4.06(j), as it relates to adoption of any plan of merger, consolidation or reorganization).

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement Agreement, or consented to in writing by Parent Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company Seller shall (x) conduct the business of the Company Seller 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 and franchise of the Company Seller and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanySeller. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Seller shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it Seller in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit 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. (a) From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Parent Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company Seller Parties shall (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, the Company Seller Parties shall: (a) preserve and maintain all Permits required for the conduct of its Permitsthe Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay its the debts, Taxes and other obligations of the Business if and when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice; (d) maintain the properties and assets owned, operated or used by it included in the Purchased Assets in substantially the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (de) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (ef) defend and protect its the properties and assets included in the Purchased Assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books the Books and records Records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (ih) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.11 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 Parent Buyer (which consent shall not be unreasonably withheld or delayed), the Company shall 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: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by it the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.07 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 Parent Buyers (which consent shall not be unreasonably withheld or delayed), the Company Sellers shall (x) conduct the business of the Company Business in the ordinary course Ordinary Course of business consistent Business with past practice; and (y) use reasonable best efforts respect 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 their employees, customers, lenders, customers and suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Sellers shall: (a) preserve and maintain all Permits required for the conduct of its Permitsthe Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay its the debts, Taxes and other obligations of the Business when duedue in the Ordinary Course of Business; (c) maintain the properties and assets owned, operated or used by it included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (e) defend and protect perform all of its properties and assets from infringement or usurpationobligations in all material respects under all Assigned Contracts; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) maintain its the books and records pertaining to the Business, including the Customer Information, in accordance with past practice; (hg) comply in all material respects with all Laws applicable Lawsto the conduct of the Business or the ownership and use of the Purchased Assets; and (ih) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 4.05 to occur.. {W5940181.1}

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 Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), the Company Target shall (x) conduct the business of the Company Target 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 Target and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the CompanyTarget. Without limiting the foregoing, from the date hereof until the Closing Date, the Company Target shall: (a) preserve and maintain all of its Permits; (b) pay its debts, Taxes Taxes, and other obligations when due; (c) maintain the properties and assets owned, operated operated, or used by it in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets assets, or business; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 3.05 to occur.