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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable accounts receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the material adverse changes, events or conditions described in Section 4.06 to occurthe Purchased Assets.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or with respect to any Company, as consented to in writing by Buyer Verano, or with respect to Verano, as consented to in writing by Member Representative, (which in either case, such consent shall not be unreasonably withheld or delayed), Seller Verano and the Companies shall (xi) conduct the Verano Business and AME Business, as applicable, in the ordinary course of business consistent with past practice; and (yii) use commercially reasonable best efforts to maintain and preserve intact its the current Business organization, operations business and franchise of such Person and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Businesssuch Person. Without limiting the foregoing, from the date hereof until the Closing Date, Seller without the foregoing consent of either Verano or the Member Representative, as applicable, Verano and the Companies shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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) with respect to each Company, use commercially reasonable efforts to continue to employ the key employees of such Company, which employees are set forth on Schedule 5.01(d) (each, a “Key Employee”); (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (h) maintain the Books its books and Records records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; andLaws; (j) not take any action that may reasonably be expected to prevent the Company Mergers and the Arrangement from qualifying for the Intended U.S. Tax Treatment; (k) with respect to the Companies, not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.10 to occur, other than one or more Companies or Company Subsidiaries entering into or consummating business transactions involving, or having a value of, $2,000,000 individually or $10,000,000 in the aggregate for all Companies and Company Subsidiaries, and that have been previously disclosed in writing to Verano; and (l) with respect to Verano, not take or permit any action that would cause any of the changes, events or conditions described in Section 4.10 to occur, other than Verano or Verano Subsidiaries entering into or consummating business transactions involving, or having a value of, $10,000,000 individually or $30,000,000 in the aggregate for Verano and the Verano Subsidiaries, and that have been previously disclosed in writing to Member Representative.

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 (x) conduct the Business 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 its the current Business organization, operations 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 BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the debts, Taxes its debts and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hg) maintain the Books its books and Records records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct Laws; (i) not declare or pay any dividends or distributions on or in respect of the Business any of its capital stock or the ownership and use redeem, purchase or acquire its membership units, or otherwise engage in any type of the Purchased Assetsreorganization not contemplated by this Agreement; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 the Buyer (which consent shall not be unreasonably withheld or delayed), the Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable its best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller shall, and shall cause EyeLock Sub to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) protect, defend and maintain all of the Intellectual Property Assets; (i) maintain the Books and Records in accordance with past practice; (ij) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jk) not take or permit any action that would cause any breach of the changes, events or conditions described representations set forth in Section 4.06 to occurArticle IV of this Agreement.

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 the Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, franchisees, licensees, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Sellers shall: (a) preserve and maintain all Permits required for and material to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) use commercially reasonable efforts to maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable LawLaw or in the ordinary course of business consistent with past practice; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all not materially breach any Assigned Contracts; (hg) maintain the Books and Records in all material respects in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.6 to occur.

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 each Company to, (x) conduct continue to operate the Business as it has in the 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 its the current Business organization, operations business and franchise of the Companies and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the BusinessCompanies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) Cause the Companies to preserve and maintain all of their Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased AssetsLicenses; (b) Cause the Companies to pay the their debts, Taxes and other obligations of the Business when duedue including but not limited to making regularly scheduled amortization payments on all trade payables and their existing debts; (c) continue Cause the Companies to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets owned, operated or used by them in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) Cause the Companies to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) Cause the Companies to defend and protect the their properties and assets included in the Purchased Assets from infringement or usurpation; (gf) Cause the Companies to perform all of its their obligations under all Assigned ContractsContracts relating to or affecting their properties, assets or business; (hg) Cause the Companies to maintain the Books their books and Records records in accordance with past practice; (ih) Cause the Companies to comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (ji) Cause the Companies not take or permit to incur any action that would cause any additional indebtedness except in the ordinary course of the changes, events or conditions described in Section 4.06 to occurbusiness consistent with past practices.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. 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: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) continue repair and maintenance schedules in the ordinary course of Sellers’ Business and take such additional action as necessary to maintain the properties and assets included in the Purchased Assets in the same good operating condition as they were on the date of this Agreementand repair, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its their obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (h) continue to hedge physical and financial positions in a manner generally consistent with recent business practices and the Sellers’ risk policy; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.

Conduct of Business Prior to the Closing. From (a) Seller covenants and agrees that, except as described on Schedule 5.1(b), as expressly contemplated, permitted, or required by this Agreement, or as required by applicable Law, between the date hereof until and the Closing, except as otherwise provided in or such earlier date on which this Agreement or consented to may be terminated in writing by Buyer (which consent shall not be unreasonably withheld or delayed)accordance with its terms, Seller shall cause each Acquired Company and Related Consolidated Entity to: (i) conduct its business in the Ordinary Course in all material respects, (ii) use its commercially reasonable efforts to preserve intact in all material respects its business organization, assets and operations, (iii) use its Ordinary Course efforts to keep available services of key employees and to preserve its relationships with clients, Payors, Providers, suppliers, licensors, licensees, advertisers, and others having business dealings with any Acquired Company or Related Consolidated Entity in all material respects, and (iv) maintain its books and records in the Ordinary Course in all material respects; provided, however, that no action by such Acquired Company or Related Consolidated Entity with respect to matters specifically addressed by any provision of Section 5.1(a) shall be deemed a breach of this Section 5.1(a) unless such action would constitute a breach of one or more of the provisions of Section 5.1(b). (b) Without limiting the generality of the foregoing, except as described on Schedule 5.1(b), as expressly contemplated, permitted, or required by this Agreement, or as required by applicable Law, Seller covenants and agrees that between the date hereof and the Closing, or such earlier date on which this Agreement may be terminated in accordance with its terms, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed; provided, that with respect to clause (viii) below, Buyer may withhold consent at its sole discretion), (x) conduct Seller shall not to the Business in extent applicable to the ordinary course of business consistent Acquired Companies and Related Consolidated Entities and solely with past practice; respect to the below clauses (vi), (vii), (xii), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx) and, to the extent relating to the foregoing, (xxii), and (y) use reasonable best efforts to maintain Seller shall cause each of the Acquired Companies and preserve intact Related Consolidated Entities not to: (i) amend or restate its current Business organizationGoverning Documents; (ii) merge or consolidate with any other Person, or restructure, reorganize, file for or declare bankruptcy, or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; provided that Seller may take (or cause to be taken) all actions necessary to dissolve the Dissolved Entities; (iii) effect any recapitalization, reclassification, stock split, or like change in its capitalization; (iv) declare, set aside, make or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any equity interests or other securities of any Acquired Company or Related Consolidated Entity or enter into any agreement with respect to any securities of any Acquired Company or Related Consolidated Entity, in each case, other than transactions between or among Acquired Companies; (v) acquire, redeem, repurchase, issue, sell, transfer, grant, encumber, pledge, or otherwise dispose of any equity interests or other securities of any Acquired Company or Related Consolidated Entity or any other Person, or securities convertible or exchangeable into or exercisable for any shares of such equity interests or other securities, or any options, warrants or other rights of any kind to acquire any shares of such equity interests or other securities or such convertible or exchangeable securities, in each case, other than transactions between or among Acquired Companies; (vi) make any change in any method of accounting or accounting practice or policy used by any Acquired Company or Related Consolidated Entity, other than such changes as are required by Law or GAAP; (vii) make or enter into any new commitment for any material capital expenditures by the Acquired Companies and franchise and Related Consolidated Entities, other than: (A) the budget set forth in Schedule 5.1(b)(vii), (B) pursuant to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from Contracts in force on the date hereof until and made available to Buyer prior to the Closing Datedate hereof, Seller shall: or (aC) preserve and maintain all Permits required for as necessary to prevent the conduct destruction, removal, wasting, deterioration, or impairment of the Business as currently conducted assets of any Acquired Company or the ownership and use of the Purchased AssetsRelated Consolidated Entity; (bviii) pay acquire by merger or consolidation, by the debtspurchase of all or a substantial portion of its assets or equity interests, Taxes and or by any other obligations transaction or series of related transactions, any business or any Person, in each case for a purchase price in excess of $5,000,000 individually or $25,000,000 in the Business when dueaggregate; (cix) continue transfer, sell, lease, license, mortgage, pledge, surrender, encumber (other than Permitted Encumbrances), divest, cancel, abandon or allow to collect Accounts Receivable lapse or expire or otherwise dispose of any material Assets or otherwise create or incur any Encumbrance material to the Acquired Companies and Related Consolidated Entities, taken as a whole, not in a manner consistent with past practicethe Ordinary Course, without discounting such Accounts Receivableother than: (A) pursuant to Contracts in effect prior to the date hereof, (B) sales or dispositions of obsolete assets (as determined in Seller’s reasonable discretion), or (C) transfers among the Acquired Companies and Related Consolidated Entities; (dx) maintain (A) incur or assume any liabilities, obligations, or indebtedness for borrowed money or capitalized lease obligations or guarantee or otherwise provide credit support in respect of any such liabilities, obligations, or indebtedness, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the properties Acquired Companies and assets included Related Consolidated Entities, other than in the Purchased Assets Ordinary Course, or (B) fail to pay or discharge any material indebtedness when due in the same condition as they were on the date of this Agreement, subject to reasonable wear and tearaccordance with its terms; (exi) continue make any loans, advances, guarantees, capital contributions or charitable contributions or pledges to or investments in full any Person (other than between Acquired Companies and Related Consolidated Entities) in excess of $5,000,000 individually or $10,000,000 in the aggregate, other than in the Ordinary Course; (xii) other than in the Ordinary Course, accelerate, in any material respect beyond the normal collection cycle, the collection of accounts receivable or waive any rights of material value or take any actions with respect to collection practices that would result in any material losses or material adverse changes on collections; (xiii) other than in the Ordinary Course, enter into, extend, materially amend, waive any material provision of, cancel, or terminate any Material Contract, or any Contract that if entered into prior to the date hereof would be a Material Contract, provided that existing Material Contracts may be renewed on substantially the same terms; (xiv) cancel or terminate any insurance policies or fail to keep in force insurance policies with respect to the assets, operations, and activities of the Acquired Companies or Related Consolidated Entities that are consistent in all material respects with the insurance policies with respect to the assets, operations, and activities of the Acquired Companies or Related Consolidated Entities that are currently in effect without modification all Insurance Policiesas of the date hereof, other than in the Ordinary Course; (xv) except as required by applicable LawLaw or the terms of any Company Plan in existence on the date hereof, as applicable, and except for any action in the Ordinary Course or reasonably necessary or appropriate to effect or reflect the transfer of a Seller-Level Employee’s employment from Seller or a Seller Affiliate to an Acquired Company: (A) materially increase the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay, determined collectively in the aggregate, of any Business Employee, (B) become a party to, establish, adopt or amend in any material respect, commence participation in or terminate any Company Plan in respect of any Business Employee or any arrangement that would have been a Company Plan had it been entered into prior to this Agreement in respect of any Business Employee, (C) grant any new awards, or amend or modify the terms of any outstanding awards to Business Employees under any Company Plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits payable to Business Employees under any Company Plan, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Plan in respect of any Business Employee that is required by applicable Law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any loans or issue any loans (other than routine travel advances issued in the Ordinary Course) to any Business Employee, (G) hire any employee or engage any independent contractor (who is a natural person), in each case, whose primary function is to provide services to the Business, with an annual base salary or wage rate or consulting fees in excess of $300,000, other than the hiring of an employee or engagement of an independent contractor (who is a natural person) to replace a terminated employee or independent contractor serving in a similar role and other than as reasonably necessary or appropriate to effect or reflect the transfer of a Seller-Level Employee’s employment from Seller or an Affiliate of Seller to an Acquired Company, or (H) terminate the employment of any Business Employee with the title of Vice President or above other than for cause; (fxvi) defend and protect the properties and assets included in the Purchased Assets from infringement establish, adopt, or usurpationenter into any collective bargaining or other labor union Contract; (gA) perform all make any payment to or for the benefit of its obligations any Business Employee or any entity in which any of such persons owns any beneficial interest (other than any publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by any of such persons), except for the payment of salary or other employment related compensation in the Ordinary Course or as otherwise permitted under all Assigned Contractsthis Agreement, or (B) make or obligate itself to make any payment to or for the benefit of any Business Employee in contemplation of the change in control of any Acquired Company or Related Consolidated Entity; (hxviii) maintain enter into or materially modify any Contract with any of its officers or members of the Books and Records in accordance board of directors (or equivalent body) (or, to the Knowledge of Seller, with past practiceany relative, spouse, beneficiary, or Affiliate of such Person), other than obligations incidental to the employment (or former employment) of any such individual by such Acquired Company or Related Consolidated Entity or such individual’s service (or former service) on such board of directors (or equivalent body); (ixix) comply commence, settle, terminate, conclude or compromise any Action by or against any Acquired Company or Related Consolidated Entity, other than: (A) in all material respects the Ordinary Course involving an amount at issue of less than $5,000,000, (B) with all Laws applicable respect to the conduct Retained Litigation (subject to the rights of Buyer set forth in Section 5.13(a) (Retained Litigation)), or (C) to enforce rights under this Agreement; (xx) make or change any material Tax election; adopt or change any material method of Tax accounting (except as required by applicable Tax Law); file any amended material Tax Return; settle or compromise any material Tax liability, claim or assessment; enter into any closing agreement with respect to Taxes; waive or extend any statute of limitations with respect to a material amount of Taxes; or surrender any right to claim a material refund of Taxes; except, in each case, where such action would not reasonably be expected to result in any material increase in the Tax liability of the Business Acquired Companies or the ownership and use Related Consolidated Entities for any taxable period, or for the portion of any Straddle Period, beginning after the Closing Date (other than any such increase resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Purchased Assets; andAcquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period); (jxxi) not take abandon, cancel or permit allow to lapse or expire any action that would cause Registered Owned Intellectual Property; or (xxii) agree, authorize or commit to do any of the changesforegoing. (c) Nothing contained in this Agreement is intended to give Buyer, events directly or indirectly, the right to control or direct the operations of the Acquired Companies and Related Consolidated Entities prior to the Closing. Prior to the Closing, Seller shall exercise, consistent with the terms and conditions described in Section 4.06 to occurof this Agreement, complete control and supervision over the Acquired Companies’ and Related Consolidated Entities’ operations.

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 the Company shall (x) conduct the Business 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 its the current Business organization, operations 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 BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall: (ai) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (bii) pay the all of its debts, Taxes Taxes, and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (diii) maintain the properties and assets included in the Purchased 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; (eiv) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fv) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gvi) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets, or business; (hvii) maintain the Books its books and Records records in accordance with past practice; (iviii) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (jix) not take or permit any action that would cause any of the changes, events events, or conditions described in Section 4.06 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 withheld, conditioned or delayed), Seller each of the Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each of the Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts ReceivableReceivable except in the ordinary course of business; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers Group shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallGroup shall use commercially reasonable best efforts to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) not make, amend or terminate any election or change any accounting, method, practice or procedure if such election, amendment, termination or change would increase Taxes due from Buyer after the Closing with respect to the Business or the Purchased Assets; (d) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (de) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ef) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fg) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned Contracts; (hi) maintain the Books and Records in accordance with past practice; (ij) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jk) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.6 to occur.

Conduct of Business Prior to the Closing. From (A) Each of the Sellers covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof until and the time of the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent the Company shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business its business other than in the ordinary course and consistent with the Company's prior practice. Without limiting the generality of business consistent the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Sellers shall cause the Company to (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; and (yii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to maintain and (A) preserve intact its current Business organization, operations business organization and franchise and to preserve the rights, franchises, goodwill and relationships business organization of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting , (B) keep available to the foregoing, from Purchaser the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct services of the Business as currently conducted or the ownership and use employees of the Purchased Assets; Company, (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policiesexisting policies or binders of insurance currently maintained in respect of the Company and the Business, except as required by applicable Law; and (fD) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; preserve its current relationships with Persons with which it has had significant business relationships; (giv) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable exercise, but only after notice to the conduct Purchaser and receipt of the Business or Purchaser's prior written approval, any rights of renewal pursuant to the ownership and use terms of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events leases or conditions described subleases set forth in Section 4.06 3.16(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to occurtake any action or enter into any transaction which could cause any representation or warranty of the Sellers to be untrue or result in a breach of any covenant made by the Sellers in this Agreement.

Conduct of Business Prior to the Closing. From (a) The Company covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule or as otherwise permitted by this Agreement (and subject to the limitations on conduct set forth in this Section 5.01), between the date hereof until and the ClosingEffective Time, except as otherwise provided in this Agreement none of the Company or consented to in writing by Buyer (which consent any Subsidiary shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business its business other than in the ordinary course of business and consistent with past the Company's and such Subsidiary's prior practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality of the foregoing, from except as described in Section 5.01(a) of the date hereof until Disclosure Schedule, the Closing DateCompany shall, Seller shall: and shall cause each Subsidiary to, (ai) use its reasonable efforts to (A) preserve intact its business organizations and maintain all Permits required for the conduct business organization of the Business as currently conducted or Business, (B) keep available to the ownership and use Company the services of the Purchased Assets; (b) pay the debts, Taxes and other obligations employees of the Business when due; Company and each Subsidiary, (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policiesexisting policies or binders of insurance currently maintained in respect of the Company, except as required each Subsidiary and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (ii) exercise, but only after notice to Apro and receipt of Apro's prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases which by applicable Law;their terms would otherwise expire; (iii) not make an offer of employment to any Person without the approval of Apro and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction with knowledge that it would or could reasonably be expected to cause any representation or warranty of the Company to be untrue in any material respect or result in a material breach of any covenant made by the Company in this Agreement. (fb) defend Except as described in Section 5.01(b) of the Disclosure Schedule, the Company covenants and protect agrees that, prior to the properties and assets included Effective Time, without the prior written consent of Apro, neither the Company nor any Subsidiary will do any of the things enumerated in the Purchased Assets from infringement or usurpation; second sentence of Section 4.10 (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; including, without limitation, clauses (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and through (jxxiii) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occurthereof).

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 Sellers shall (x) conduct the 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 its their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. 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: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) except as being validly contested, pay the debts, Taxes and other obligations of the Business when due; (c) continue repair and maintenance schedules in the Ordinary Course of Sellers’ Business and take such additional action as necessary to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same working operating condition as they were on the date of this Agreementand repair, subject to reasonable normal wear and tear; (ed) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (ge) perform in all material respects all of its their obligations under all Assigned Contracts; (hf) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (h) be permitted to terminate the KPW Contracts and enter into KPW Bifurcated HW Contracts; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed)the Purchaser, Seller the Sellers shall (x) conduct the Business in the ordinary course Ordinary Course of business consistent with past practice; Business, and (y) use reasonable best efforts to maintain and preserve intact its their respective current Business organization, operations and franchise and to preserve the rights, franchisesfranchise, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable ordinary wear and tear; (d) not permit any subleases or lease amendments to the Real Property Leases, without Purchaser’s prior consent, which consent will not be unreasonably withheld or delayed; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;; 4306983-11 (g) perform all of its obligations under all Assigned Assumed Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 5.8 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 Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its the current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Lawinsurance policies maintained with respect to the Business and the Purchased Assets; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (ge) perform all of its obligations under all Assigned Contracts; (hf) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jh) not take or permit or, to the extent in Sellers’ control permit, any action that would cause any of the changes, events or conditions described in Section 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 Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller the Company shall (x) conduct the Business business of the Company in the ordinary course of business consistent with past practice; and (y) use all commercially reasonable best efforts to maintain and preserve intact its the current Business organization, operations 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 BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) issue, redeem or repurchase any equity or debt securities; (c) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations in good faith under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (h) maintain the Books its books and Records records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 withheld, conditioned or delayed), Seller shall shall: (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.

Conduct of Business Prior to the Closing. From (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof until and the time of the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent the Seller shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business other than in the ordinary course and consistent with the Seller's prior practice. Without limiting the generality of business consistent the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall (as it relates to the Business) (i) continue pricing and purchasing policies, in accordance with past practice; and (yii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use reasonable best efforts to maintain and (A) preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships business organization of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting , (B) keep available to the foregoing, from Purchaser the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct services of the Business as currently conducted or the ownership and use employees of the Purchased Assets; Seller to whom offers of employment are to be made pursuant to Section 6.01, (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included existing policies or binders of insurance currently maintained in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct respect of the Business or and (D) preserve its current relationships with the ownership and use customers, suppliers of the Purchased AssetsBusiness and other persons with which they have had significant business relationships; and (jiv) not take or permit exercise, but only after notice to the Purchaser, any action that would cause rights of renewal pursuant to the terms of any of the changesleases or subleases set forth in Section 3.16(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, events take any action, fail to take any action or conditions enter into any transaction not in the ordinary course which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement. (b) Except as described in Schedule 5.01(b), the Seller covenants and agrees that, between the date hereof and the time of the Closing, without the prior written consent of the Purchaser, the Seller will not do any of the things enumerated in the second sentence of Section 4.06 to occur3.9 (including clauses (a) through (y) thereof).

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or termination of this Agreement as set forth in Article IX hereof, 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 Sellers shall (x) conduct the Business Operations in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organizationOperations, operations and franchise and to preserve the rights, franchisesgoodwill, goodwill and relationships of its employees, franchisees, customers, lenders, suppliers, regulators regulators, and others having relationships associated with the BusinessBusiness Operations. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business Operations as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes Taxes, and other obligations of the Business Sellers when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance PoliciesPolicies without material modification or procure replacement Insurance Policies with substantially similar terms, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement infringement, unfair competition, or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business Operations or the ownership and use of the Purchased Assets; (i) use reasonable best efforts to maintain all Contracts and arrangements with its franchisees; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.07 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 Buyer Acquiror (which consent shall not be unreasonably withheld or delayed), Seller the Company shall (xa) conduct the Business business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (yb) use its reasonable best efforts to maintain and preserve intact its the current Business organization, operations 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 BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivablenot accelerate any receivables or delay paying any payables; (d) not cancel or waive rights of substantial value; (e) maintain the properties and assets included in the Purchased 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; (ef) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fg) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hi) maintain the Books its books and Records records in accordance with past practice; (ij) comply in all material respects with all Laws applicable Laws; (k) not (i) make, change or revoke any Tax election, (ii) consent to any extension or waiver of the limitations period applicable to the conduct any claim or assessment with respect to Taxes (iii) file any amended income tax or any other material Return, (iii) settle or compromise any Tax claim or assessment by any Governmental Authority, (iv) enter into a closing agreement with a taxing authority or (v) surrender any right to claim a refund of the Business or the ownership and use a material amount of the Purchased AssetsTaxes; and (jl) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 5.8 to occur. Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give Acquiror, directly or indirectly, the right to control or direct the business operations of the Company prior to the Closing and (ii) prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the business.

Conduct of Business Prior to the Closing. From the date hereof until the Closingearlier of (i) the Closing or (ii) the termination of this Agreement pursuant to Article X, 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 Subsidiary to, (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall, and shall cause Subsidiary to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due, to the extent such actions are consistent with the orders of the Bankruptcy Court and the requirements of the lender under the DIP Loan; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best commercially reasonably efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all material Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts, in all material respects; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jh) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business Business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) : preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) ; pay the debts, Taxes and other obligations of the Business as and when due; (c) ; continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) ; maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) ; continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) ; defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) : perform all of its obligations under all Assigned Contracts; (h) ; maintain the Books and Records in accordance with past practice; (i) ; comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) retain the services of Seller’s key employees; and not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.09 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement Agreement, required by applicable Law, or consented to in writing by Buyer Recruiter or Newco (which consent shall not be unreasonably conditioned, withheld or delayed), Seller Scouted shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Scouted shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable included in the Current Assets in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that which, if taken or permitted prior to the date hereof, would cause any of the changes, events or conditions described in Section 4.06 have been required to occurbe listed on Schedule 3.06.

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 (x) conduct the 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, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its the employees, customers, lenders, suppliers, regulators and others having relationships with other Business Relations of the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner the ordinary course of business consistent with past practice, without discounting such Accounts Receivable; (d) maintain the tangible properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement infringement, misappropriation, or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.6 or Section 3.22(l) to occur.

Conduct of Business Prior to the Closing. From the date hereof Effective Date until the ClosingEffective Time, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Purchaser, Seller shall (xa) conduct the Business in the ordinary course Ordinary Course of business consistent with past practice; and Business, (yb) use reasonable best efforts to maintain and preserve intact its current Business organization, organization and operations and franchise and to preserve the rights, franchisesgoodwill, goodwill and relationships of its employees, customers, lenders, suppliers, regulators regulators, and others having relationships with the Business, and (c) not dispose of or acquire any asset other than in the Ordinary Course of Business. Without limiting the foregoing, from the date hereof Effective Date until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Acquired Assets; (b) pay the debts, Taxes Taxes, and other obligations of the Business when due; (c) continue to collect Accounts Receivable Receivables in a manner consistent with past practice, without discounting such Accounts ReceivableReceivables outside the Ordinary Course of Business; (d) maintain the properties and assets included in the Purchased Acquired Assets in the same condition as they were on the date of this AgreementEffective Date, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies related to the Business, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Acquired Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books books and Records records of the Business in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Acquires Assets; (j) provide to Purchaser the services identified on Schedule 7.1(j), which shall be at no additional cost to Purchaser, except as set forth regarding facilities below; provided however, if Purchaser requests any services or systems testing outside of the scope of the services and testing identified on Schedule 7.1(j) for Information Technology, (i) Purchaser and Seller shall use good faith reasonable efforts to agree upon the terms and conditions of providing any such additional services, and (ii) Purchaser shall be solely responsible for all costs and amounts associated with such additional services, and provided, further, Purchaser shall provide Seller $75,000 towards the costs of the facilities-related services set forth on Schedule 7.1(j), to be paid to Seller within 10 business days of the Effective Date; (k) reasonably cooperate in good faith to facilitate Purchaser’s inventory review; and (jl) not take or permit any action that would cause any of the changes, events events, or conditions described in Section 4.06 4.6 to occur.

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 Party shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its the current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller Party shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in or relating to the Purchased Assets Assets, including all Owned Real Property, in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed)Purchaser in its sole discretion, Seller the Company shall (xa) conduct the Business in the ordinary course Ordinary Course of business Business consistent with past practice; and , (yb) use commercially reasonable best efforts to maintain and preserve intact its the current Business organizationbusiness organization and operations of the Company, operations and franchise including the Business, and to preserve the rights, franchises, goodwill and relationships of its the employees, customers, lenders, supplierslenders and vendors, regulators of, and others having relationships with with, the BusinessBusiness or the Company, (c) use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper, permitted and advisable under applicable Law to satisfy the closing conditions set forth in Article VII and consummate and make effective the Transactions as promptly as practicable, including obtaining, making or sending, as applicable, all notifications, filings, registrations, approvals, consents and waivers that are necessary to consummate the Transactions (including those consents and approvals required by Section 3.04(a)), (d) not take any action that could reasonably be expected to delay, hinder or prevent the consummation of the Transactions, and (e) not permit any transfers of Company Stock except by will or intestacy or to a family member of the transferee or trust for the benefit of such a family member (for purposes of this clause (e), “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin). Without limiting the foregoing, other than as expressly approved in writing by the Purchaser, or as set forth on Schedule 6.01, from the date hereof until the Closing Date, Seller the Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer Buyers (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall (x) conduct the 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 its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, customers and suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when duedue in the Ordinary Course of Business; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (ge) perform all of its obligations in all material respects under all Assigned Contracts; (hf) maintain the Books books and Records records pertaining to the Business, including the Customer Information, in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jh) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.05 to occur.. {W5940181.1}

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing (the “Interim Period”), 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 the Sellers shall, and shall cause the Group Companies to, (xa) conduct the Business business of the Group Companies in the ordinary course of business consistent with past practice; and (yb) use commercially reasonable best efforts to maintain and preserve intact its in all material respects the current Business organization, operations business and franchise of the Group Companies and to preserve in all material respects the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the BusinessGroup Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect , the properties and assets included in Sellers shall cause the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable Group Companies not to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.8 to occur; provided, that nothing in this Agreement shall prohibit the Sellers or the Group Companies from making ordinary course payments (including with respect to Indebtedness) and tax distributions to the equityholders of Holdco between the date hereof and the Closing; provided, further, that the Sellers or the Group Companies shall provide written notice to the Purchaser prior to making any such tax distributions. Notwithstanding anything to the contrary herein, during the Interim Period, the Purchaser hereby agrees that it will respond within twenty-four (24) hours to any written requests by the Sellers’ Representative or any authorized officer of the Group Companies to take any actions or inactions that would be prohibited by this Section 6.1 without the prior written consent of the Purchaser (email to suffice) in the event that the Sellers reasonably believe they may need to take or omit to take, or cause a Group Company to take or omit to take, in good faith any and all commercially reasonable actions necessary or advisable as a result of, or otherwise in connection with, the COVID-19 pandemic.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts ReceivableReceivable unless in a manner consistent with past practice; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear, in a manner consistent with past practice; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (dc) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its material obligations under all Assigned Contracts;Contracts in the ordinary course of business; and (h) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, each Seller shall (x) shall conduct the Business its business in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) shall use commercially reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its franchisees, prospects, employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, except as required or contemplated by this Agreement or approved in writing by Buyer, each Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business its business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business its business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.07 to occur. Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges that, due to the pendency of the transaction contemplated herein, no Seller will after the date hereof enter into or execute, and no Seller has entered into or executed since October 26, 2016, any new Franchise Agreement or renewal of a Franchise Agreement, although some potential new Franchise Agreements and renewals of Franchise Agreements are pending and would otherwise be (or otherwise would have been) entered into by a Seller in the Ordinary Course of Business but for the pendency of the transaction contemplated in this Agreement.

Conduct of Business Prior to the Closing. From (a) The Sellers covenant and agree that, between the date hereof until and the ClosingClosing Date, except as otherwise provided specifically permitted elsewhere in this Agreement or consented to in writing by Buyer (which consent Agreement, the Company shall not, and the Sellers shall cause the Institution not be unreasonably withheld or delayed)to, Seller shall (x) conduct the Business other than in the ordinary course of business and consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the generality of the foregoing, from the Sellers shall cause the Company and the Institution to (i) not take any action with respect to any Leased Real Property that would impair or affect in any material respect the Company’s and the Institution’s continued ability to use any Leased Real Property; (ii) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the leases set forth on Section 3.15(b) of the Disclosure Schedule and any Ancillary Lease Documents that by their terms would otherwise expire; and (iii) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Sellers regarding the Company, the Business or the Institution to be untrue in any material respect or result in a breach of any covenant made by the Sellers in this Agreement. (b) Except as described in Section 5.01(b) of the Disclosure Schedule, the Sellers covenant and agree that, between the date hereof until and the Closing Date, without the prior written consent of the Purchaser, no Seller shall: and neither the Company nor the Institution will do any of the things specified in the second sentence of Section 3.08 (including clauses (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; through (bbb) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreementthereof), subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occurexceptions set forth therein.

Conduct of Business Prior to the Closing. (i) 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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Lawlaw; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice;; and (i) comply in all material respects with all Laws laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (and the Stockholder shall cause Seller to) (x) conduct the Business in the ordinary course of business Business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:shall (and the Stockholder shall cause Seller to): (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business as and when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; (j) retain the services of Seller’s key employees; and (jk) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.09 to occur.

Conduct of Business Prior to the Closing. From (a) Except as provided for in, or contemplated by, this Agreement, from and after 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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallthe Vendor, on the one hand, and the Purchaser, on the other hand, covenant and agree with respect to the Business that: (ai) preserve the Vendor shall: (A) cause the Business to be conducted and maintain all Permits required for the Assets to be owned and operated, as applicable, in the Ordinary Course of Business and consistent with the present conduct of the Business as currently conducted or the and ownership and use operation of the Purchased Assets, as applicable, including the maintenance of existing relationships with suppliers and customers; (B) keep accurate accounting records and not make any modification to its typical accounting or management practices; and (C) otherwise take any such actions as may be necessary to permit the Parties to consummate the transactions contemplated herein; (bii) pay the debtsVendor shall not, Taxes acting reasonably and other obligations except in the Ordinary Course of the Business when due; (c) continue to collect Accounts Receivable in a manner Business, consistent with past practice, without discounting such Accounts Receivable;prior written consent of the Purchaser: (A) effect or permit the surrender, termination, amendment or alteration of the Assets; (B) enter into any material agreement or arrangement relating to the Assets; (C) alter or enter into any new employment or consulting arrangements; or (D) enter into any other agreement or arrangement that would have the effect of not allowing the Parties to complete the transactions contemplated by this Agreement; and (diii) maintain the properties and assets included Vendor shall immediately advise the Purchaser of any adverse material change in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership Assets and use specifically including: (A) the termination of the Purchased Assets; and or any adverse change in any Assumed Contract, Lease or other business relationship and (jB) not take or permit if any action that would cause any of the changes, events or conditions described in Section 4.06 to occurAccepting Employee resigns.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallshall use commercially reasonable efforts to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and; (i) maintain employment levels of the Business at a level required for the conduct of the Business as currently conducted and consistent with past practice; (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 Buyer Buyers (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business Project in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business Project organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the BusinessProject. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted Project or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations Liabilities of the Business Project when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (hf) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable to the conduct of the Business Project or the ownership and use of the Purchased Assets; (h) file all outstanding production and technical reports related to the Concessions; and (ji) not take any action (or permit any action to be taken) or fail to take any action (or permit any action to fail to be taken) that would cause a breach of any of covenant in this Agreement, including the changes, events or conditions described in Section 4.06 to occurforegoing.

Conduct of Business Prior to the Closing. From (a) Except as required by applicable Law or as required or expressly contemplated by the date hereof until the Closing, except as otherwise provided in terms of this Agreement or consented the Transaction Agreements (other than with respect to the Reorganization), and except as set forth in Schedule 7.01, from the date of this Agreement through the earlier to occur of the Closing or the valid termination of this Agreement, unless Buyer otherwise consents in advance in writing by Buyer (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller shall, and shall cause the Asset Transferors and Acquired Companies to, use their commercially reasonable efforts consistent with past practice to (xi) conduct the Business in all material respects in the ordinary course consistent with past practice, other than as required to effect to the Reorganization, (ii) solely with respect to matters pertaining to the Business, other than as required to effect the Reorganization, preserve intact in all material respects the business organizations, operations, the Business IP, personal property, material structures and equipment, and goodwill of the Business, and maintain in all material respects the current business relationships of the Business with material customers, suppliers or vendors, contractors, licensors, Business Employees and other Persons with whom the Business does business. For the avoidance of doubt, no covenant in this Agreement shall require Seller or any of its Subsidiaries to pay any compensation to any Business Employee solely for the purpose of inducing such Business Employee to (x) accept employment with Buyer or any of its Buyer Affiliates from and after the Closing or (y) continue their employment with Seller and its Affiliates until the Closing; provided, however, that the foregoing shall not relieve Seller and its Subsidiaries of any obligation under this Agreement to provide the Business Employees as a group with any benefits it provides to the employees of the Retained Business as a group after the date hereof and prior to Closing. (b) Without limiting the generality of, and in furtherance of, the foregoing, except as required by applicable Law or as otherwise required by the terms of this Agreement or the Transaction Agreements (other than with respect to the Reorganization), and except as set forth in applicable subsections of Schedule 7.01(b), from the date of this Agreement through the earlier to occur of the Closing or the valid termination of this Agreement, unless Buyer otherwise consents in advance in writing, Seller shall, and shall cause the Asset Transferors and the Acquired Companies to, refrain from taking any of the following actions, in each case solely with respect to the Business: (i) amend the organizational documents of any Acquired Company (other than with respect to the Reorganization pursuant to the extent such amendment is reasonably acceptable to Buyer); (ii) (A) enter into any new line of business or (B) other than with respect to the Reorganization, make any material change in the Business; (iii) (A) other than pursuant to the Reorganization, sell, transfer, assign, lease, license, exchange, abandon or otherwise dispose of any Equity Interest or equity securities of any Acquired Company, (B) other than pursuant to the Reorganization sell, transfer, assign, lease, license, exchange, allow to lapse or expire, abandon or otherwise dispose of, other than a transfer of inventory in the ordinary course of business consistent with past practice; and , any asset, property or right of the Business with a value or purchase price in excess of $75,000 (yeach, a “Material Business Asset”) use reasonable best efforts or (C) create or incur any Lien other than a Permitted Lien on any Acquired Interest, Equity Interest or Material Business Asset; (iv) incur any Indebtedness (excluding, for the avoidance of doubt, accounts payable), or assume, grant, guaranty or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, in each case, other than those that will be settled or repaid in full, or canceled or terminated, at or prior to maintain and preserve intact its current Business organizationClosing; (v) loan or advance any amount to, operations and franchise and to preserve the rightsor enter into any agreement or arrangement with, franchises, goodwill and relationships Seller or any of its employeesAffiliates that will not be fully settled and terminated at or prior to Closing with no outstanding liabilities or obligations of the Acquired Companies or Business after the Closing; (vi) other than with respect to the Reorganization, customers(A) acquire (by merger, lendersconsolidation, suppliersacquisition of stock or assets or otherwise) any corporation, regulators and others having relationships with partnership, joint venture, association or other business organization or division thereof, or substantially all of the Business. Without limiting assets of any of the foregoing, (B) restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses or (C) (1) make a capital contribution to or investment in any Person other than an Acquired Company or (2) acquire assets with a value or purchase price in excess of $250,000 in any individual transaction or series of related transactions or $500,000 in the aggregate other than (I) as within the limits of the budget or (II) for which the Business is entitled to reimbursement from a customer; (vii) other than to an Acquired Company or to Seller or one of its Subsidiaries with respect to the Reorganization, issue or sell any equity interests or securities convertible into or exchangeable for such equity interests, or issue or grant any options, warrants, calls, subscription rights or other rights of any kind to acquire such equity interests; (viii) (A) terminate, establish, adopt, enter into, renew or amend or promise to terminate, establish, adopt, enter into, renew or amend any Assumed Benefit Plan (or any other employee benefit plan that would be an Assumed Benefit Plan if in effect on the date hereof), other than any employment agreement entered into in the ordinary course of business consistent with past practice in connection with hiring an individual for a position which is not a Senior Employee position (provided that (1) any such employment agreement is terminable upon written notice and without any liability, if the employee is based and ordinarily working in the U.S., or (2) any such employment agreement is consistent with the standard form offer letter or employment agreement made available to Buyer prior to the date hereof, if the employee is based and ordinarily working outside of the U.S.), (B) enter into or amend any individual employment, consulting, bonus, change of control, severance, deferred compensation, retirement, retention or other similar agreement or arrangement with any Business Employee or Former Business Employee, other than as required by applicable Law and excluding the entry into any employment agreement in the ordinary course of business consistent with past practice in connection with hiring an individual for a position which is not a Senior Employee position (provided that (1) any such employment agreement is terminable upon written notice and without any liability if the employee is based and ordinarily working in the U.S., or (2) any such employment agreement is consistent with the standard form offer letter or employment agreement made available to Buyer prior to the date hereof, if the employee is based and ordinarily working outside of the U.S.), (C) take any action to accelerate the payment, funding, right to payment or vesting of, or increase or promise to increase, the compensation or benefits of any Business Employee or Former Business Employee, (D) pay or provide to any Business Employee or Former Business Employee any increased compensation or benefits, other than as required by the terms of any Employee Benefit Plan listed on Schedule 5.13(b) (including a form thereof, if applicable) as in effect on the date hereof until or applicable Law, (E) loan or advance any money or other property to any Business Employee (other than advancements of business expenses in the Closing Dateordinary course of business), Seller shall: or (aF) preserve and maintain all Permits required for the conduct of the grant any equity or equity-based awards to any Business as currently conducted or the ownership and use of the Purchased AssetsEmployee; (bA) pay terminate the debtsemployment of any Senior Employee, Taxes and other obligations of than for “cause”, or (B) hire or promote any Senior Employee (or any employee who would be a Senior Employee if employed on the Business when duedate hereof); (cx) continue transfer or reallocate the employment or services of Business Employees to collect Accounts Receivable in a manner consistent with past practicebusiness of the Seller or any of its Affiliates other than the Business such that such employee would then no longer be a Business Employee, without discounting or transfer or reallocate the employment or services of any employee of Seller and its Affiliates who is not a Business Employee to the Business such Accounts Receivablethat such employee would then become a Business Employee; (dxi) maintain the properties and assets included other than as required by Law, grant recognition to any labor union or enter into, modify, amend, or terminate any CBA; (xii) enter into, amend in the Purchased Assets in the same condition any material respect, terminate or waive performance of any material terms under, any Material Contract or Privacy Policy (or any Contract that would have been required to be listed as they were on a Material Contract had such Contract been entered into prior to the date of this Agreement), subject in each case, other than (A) any termination of any Material Contract occurring pursuant to reasonable wear the terms thereof, (B) any amendments or waivers in the ordinary course of business consistent with past practice that are not material to the Business, taken as a whole (provided such amendment is not an amendment adverse to the Business of a provision described in Section 5.11(a)(iv) or Section 5.11(a)(ix)) and tear(C) entry into new Contracts with customers for the provision of service by the Business so long as such Contracts would be considered Material Contracts solely because of Section 5.11(a)(ii); (exiii) continue initiate any material litigation or enter into any settlement or release with respect to any material Action, audit, inquiry or investigation against the Business, unless such settlement or release contemplates only the payment of money without ongoing limits on the conduct or operation of the Business (which amount are paid prior to Closing) and results in a full force release of such claim, other than the payment of liabilities to the extent reflected or reserved against in the Financial Statements; (xiv) other than capital commitments and effect without modification all Insurance Policiesexpenditures within the amount of the budget of the Business made available to Buyer on or prior to the date hereof (the “budget”), except as undertake or commit to make any capital expenditures for which the aggregate consideration paid or payable in any transaction is in excess of $100,000 unless such expenditure is one for which the Business will be entitled to reimbursement from a customer; (xv) make any change in any material method of financial accounting or financial accounting practice or policy other than those required by GAAP or required by applicable Law; (fxvi) defend implement employee layoffs sufficient to trigger notice requirements under the WARN Act; (xvii) abandon, allow to lapse or fail to use commercially reasonable efforts to maintain any (A) material Permit necessary to conduct any Acquired Company’s business as conducted as of the date of this Agreement or (B) material insurance policy covering the Business and protect in place as of the properties date of this Agreement; (xviii) adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Reorganization); (xix) make or change any income or other material Tax election, file any amended income or other material Tax Return, enter into any closing agreement with respect to income or other material Taxes, settle any income or other material Tax claim or assessment, surrender any right to claim a refund or credit of income or other material Taxes, consent to or request any extension or waiver of the limitation period applicable to any Tax claim or assessment, incur any liability for Taxes outside the ordinary course of business (other than to the extent arising from the Reorganization), fail to pay any income or other material Tax that becomes due and payable (including any estimated Tax payments), change the U.S. federal income tax classification, prepare or file any Tax Return in a manner inconsistent with past practice, adopted or changed any Tax accounting method; or (xx) enter into any legally binding commitment or agreement with respect to any of the foregoing. (c) Notwithstanding anything to the contrary contained in this Section 7.01, nothing in this Section 7.01 shall be deemed to limit (i) the transfer of Excluded Assets or Excluded Liabilities prior to the Closing from an Acquired Company to Seller or any of its Affiliates (other than an Acquired Company) or (ii) Seller’s ability to cause its Affiliates to make any of the transfers or take such other actions contemplated by Section 7.05. (d) From the Effective Time through the Closing, neither Seller nor any of its Affiliates (including the Acquired Companies) shall use or transfer any Cash included in Closing Cash or assets included in Closing Net Working Capital, to the Purchased Assets from infringement extent such current assets are sold, liquidated, disposed of or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; otherwise used to (i) comply make payment in all material respects with all Laws applicable respect of or discharge any Indebtedness or Closing Transaction Expenses or (ii) pay any dividends, make any distribution or make any other payment to or for the conduct benefit of the Business Seller or the ownership and use any Affiliate of the Purchased Assets; and Seller (j) not take or permit any action that would cause any of other than the changes, events or conditions described in Section 4.06 to occurAcquired Companies).

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), each Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Business (z) maintain and repair the Purchased Assets in good working condition Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its their obligations under all Assigned ContractsContract included in the Purchased Assets; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, Seller Sellers shall (x) conduct the Business Business, including as it relates to the Acquired Franchisees, in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations operations, and franchise franchises and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallSellers shall use commercially reasonable efforts to: (a) preserve and maintain all Permits required for the conduct of the Business as it relates to the Acquired Franchisees as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement infringement, unfair competition, or usurpation; (gf) perform all of its obligations under all Assigned Contracts; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.07 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 Buyer Group (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each of Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall use commercially reasonable efforts to (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shallshall use commercially reasonable efforts to: (a) 5.7.1 preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Acquired Assets; (b) 5.7.2 pay the debts, Taxes and other obligations of the Business when due; (c) 5.7.3 continue to collect Accounts Receivable accounts receivable in a manner consistent with past practice, without discounting such Accounts Receivableaccounts receivable; (d) 5.7.4 maintain the properties and assets included in the Purchased Acquired Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) 5.7.5 continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) 5.7.6 defend and protect the properties and assets included in the Purchased Acquired Assets from infringement or usurpation; (g) 5.7.7 perform all of its obligations under all Assigned Transferred Contracts; (h) 5.7.8 maintain the Books books and Records records in accordance with past practice; (i) 5.7.9 comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Acquired Assets; and (j) 5.7.10 not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.8 to occur.

Conduct of Business Prior to the Closing. From the date hereof of this Agreement until the earlier of the termination of this Agreement pursuant to its terms or the Closing, except as otherwise provided in expressly contemplated by this Agreement or consented to approved in writing by Buyer the other Parties (which consent approval shall not be unreasonably withheld withheld, delayed, or delayedconditioned), Seller shall (x) conduct each of the Business in Company and the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Target shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes Taxes, and other obligations of the Business when due; (c) continue to collect Accounts Receivable carry on its business in a the usual, regular, and ordinary course, in substantially the same manner consistent as previously conducted and in compliance in all material respects with past practice, without discounting such Accounts Receivableall applicable Laws; (d) maintain the and keep its properties in states of good repair and assets included in the Purchased Assets in the same condition as they were on the date of this Agreementat present, subject except for depreciation due to reasonable ordinary wear and teartear and damage due to casualty; (e) continue maintain in full force and effect without modification all Insurance Policies, except as required by applicable Lawinsurance comparable in amount and in scope of coverage that it currently maintains; (f) defend perform in all material respects all of its obligations under material contracts, leases, and protect the properties instruments relating to or affecting its assets, properties, and assets included in the Purchased Assets from infringement or usurpationbusiness; (g) perform all of use its obligations under all Assigned Contractsbest efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; (h) maintain the Books its books and Records records in accordance with past practice; (i) comply in all material respects not make any changes to its Articles of Incorporation or Bylaws (with all Laws applicable respect to the conduct Target) or its Certificate of Incorporation or Bylaws (with respect to the Business Company) except as permitted or the ownership and use of the Purchased Assets; andrequired by this Agreement; (j) not take or permit any action that would cause any of the changes, events events, or conditions described in Section 4.06 4.8 (with respect to the Target) or Section 5.9 (with respect to the Company) to occur.; (k) not enter into or amend any contract, agreement, or other instrument of any type described, except that a party may enter into or amend any contract, agreement, or other instrument in the Ordinary Course of Business involving the sale of goods or services;

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 Parties shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Parties shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts and Subcontracted Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable accounts receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the material adverse changes, events or conditions described in Section 4.06 to occurthe Purchased Assets.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement Agreement, required by applicable Law, or consented to in writing by Buyer Newco (which consent shall not be unreasonably conditioned, withheld or delayed), Seller Genesys shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Genesys shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable included in the Current Assets in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that which, if taken or permitted prior to the date hereof, would cause any of the changes, events or conditions described in Section 4.06 have been required to occurbe listed on Schedule 3.06.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.05 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 Buyer Alchemy Prime Holdings (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of Company hereby undertakes to maintain its business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its the current Business organization, operations business and franchise of the 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 BusinessAlchemy Companies. Without limiting the foregoing, from the date hereof Closing Date until Regulatory Approval, the Closing DateCompany shall, Seller shallwith regard to each of the Alchemy Companies: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hg) maintain the Books its books and Records records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall Kecy shall: (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Kecy shall: (a) preserve and maintain all Permits required for the conduct of the Business Business, as currently conducted or and consistent with the ordinary course of Business and past practice of the Company, and the ownership and use of the Purchased Business Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or and the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business its business in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its franchisees, employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, except as required or contemplated by this Agreement or approved in writing by Buyer, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business its business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the its properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business its business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.07 to occur, except as it relates to Section 4.07(d) only, as permitted by Section 6.17.

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 Transferor shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof Effective Date until the Closing Date, Seller shallTransferor shall use commercially reasonable efforts to: (a) preserve and maintain all material Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Acquired Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable accounts receivable in a manner consistent with past practice, without discounting such Accounts Receivableaccounts receivable other than such discounts made in the ordinary course of business consistent with past practice; (d) maintain the properties and assets included in the Purchased Acquired Assets in the same condition as they were on the date of this AgreementEffective Date, subject to reasonable normal wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Acquired Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Acquired Assets; and (j) except as consented to in writing by Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed), not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller shall (xi) conduct the Business in the ordinary course of business consistent with past practice; and (yii) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.05 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 (x) conduct the Business its business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its franchisees, employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business its business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) other than the Excluded Receivables, continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the its properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business its business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller TEI Bio shall, and shall cause the UK Subsidiary to: (x) conduct the Business in the ordinary course of business course, consistent with past practicepractice (it being understood that any failure to conduct the Business in the ordinary course, consistent with past practice resulting from events outside the reasonable control of TEI Bio shall not constitute a breach of this Section 8.1(x)); and (y) use commercially reasonable best efforts to maintain and preserve intact its current the Business organization, operations and franchise and to preserve the rights, franchises, goodwill Assets and the relationships of TEI Bio with the Business Employees, with its employees, customers, lenders, suppliers, regulators and regulators, and with others having business relationships with TEI Bio or the BusinessUK Subsidiary. Without limiting the foregoing, from the date hereof until the Closing Date, Seller TEI Bio shall, and shall cause the UK Subsidiary to: (a) preserve and maintain all Permits required for the conduct of the its Business as currently conducted or the ownership and use of the Purchased AssetsAuthorizations; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; (ed) continue in full force and effect without modification all Insurance PoliciesInsurance, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (ge) perform all of its obligations under all Assigned Contracts; (hf) maintain the Books and Records in accordance with past practice; (ig) comply in all material respects with all Laws applicable Laws; (h) not institute or settle any material Proceeding by or against TEI Bio or the UK Subsidiary; (i) not enter into any Contract that, if in effect as of the date of this Agreement would be a Specified Contract, except in the ordinary course of the Business; (j) not commence enrollment in any preclinical or clinical trials, except to the conduct of extent required by Law, unless TEI Bio (x) obtains an approved IDE for studies relating to an indication not specifically mentioned in the Business or the ownership and instructions for use of the Purchased Assetsapplicable Product, (y) has approval of the applicable overseeing Institutional Review Board or Independent Ethics Commission therefor and (z) conducts the study in compliance with applicable Good Clinical Practices and applicable Laws; and (jk) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.8 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 the Company shall, and shall cause each other Group Company to, (xa) conduct the Business its business in the ordinary course Ordinary Course of Business and in substantially the same manner in which it has been regularly conducted, including, but not limited to, proceeding with the refranchising efforts in place as of the date hereof; (b) use commercially reasonable efforts to maintain its business, assets, relationships with employees, customers, supplier and franchisees, and operations as an ongoing business consistent in accordance with past custom and practice; and (yc) use reasonable best efforts not engage in any practice, take any action, or enter into any transaction which, if engaged in, taken or entered into at any time between April 30, 2021 and the date hereof would be required to maintain and preserve intact its current Business organization, operations and franchise and to preserve be set forth in Section 5.7 of the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the BusinessDisclosure Schedule. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall, and shall cause each other Group Company to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect not accelerate any Accounts Receivable, accept a discount on any Accounts Receivable in a manner consistent with past practiceor delay paying any payables, without discounting such Accounts Receivableor agree to any of the foregoing; (d) not cancel or waive rights of substantial value, or agree to the foregoing; (e) maintain the properties and assets included in the Purchased 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; (ef) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fg) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hi) maintain the Books its books and Records records in accordance with past practice;; and (ij) comply in all material respects with all Laws applicable Laws. The Company shall not, nor shall it permit any other Group Company to, distribute, pay or otherwise use any cash on the Closing Date other than for payment of ordinary course payables in the Ordinary Course of Business. Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the business operations of any Group Company prior to the conduct Closing and (ii) prior to the Closing, each Group Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the Business or the ownership and use operations of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occurits business.

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 Parent, Company shall, and shall not be unreasonably withheld or delayed)cause Company to, Seller shall (x) conduct continue to operate the Business as it has in the 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 its the current Business organization, operations business and franchise of Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership its permits and use of the Purchased Assetslicenses; (b) pay the its debts, Taxes and other obligations of the Business when duedue including but not limited to making regularly scheduled amortization payments on all trade payables and its existing debts; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; (ed) continue in full force and effect without modification modification, all Insurance Policiesinsurance policies, except as required by applicable Law; (fe) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hg) maintain the Books its books and Records records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (ji) not take or permit to incur any action that would cause any additional indebtedness except in the ordinary course of the changes, events or conditions described in Section 4.06 to occurbusiness consistent with past practices.

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)the Purchaser, the Seller shall (xa) conduct the Business in the ordinary course Ordinary Course of business Business consistent with past practice; and (yb) use reasonable best efforts to maintain and preserve intact its their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, their customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Datedate of the Closing, the Seller shall: (a) preserve and maintain all licenses, Business Regulatory Approvals and Permits required for the conduct of the Business as currently conducted or the ownership and use of Purchased Assets used in the Purchased AssetsBusiness; (b) pay the debts, Taxes and other obligations of the Business when due; ; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; ; (ed) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; ; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (ge) perform all of its their obligations under all Assigned Assumed Contracts; ; (hf) maintain the Books books and Records records in accordance with past practice; ; (ig) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsBusiness; and (jh) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.1(o) to occur; (i) not take any action or fail to take any action that would result in the imposition of any Lien or encumbrance on any Purchased Asset; (j) take any action or fail to take any action that is reasonably likely to result in any of the conditions contemplated in this Agreement to not be satisfied; and (k) take any action or fail to take any action that would cause the breach of any representation or warranty contained in Article III.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable Receivables in a manner consistent with past practice, without discounting such Accounts ReceivableReceivables; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its material obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and; (j) not (i) grant any increase in compensation or benefits, or make any award or grant under any Benefit Plan, to any current or former director, consultant, officer or Employee, except for increases in compensation to Employees other than directors or officers in the ordinary course of business consistent with past practice or as may be required under existing agreements (as in effect on the date hereof) set forth in Section 4.19(a) or Section 4.19(d) of the Disclosure Schedules, or (ii) make contributions to Benefit Plans except in accordance with past practice; and (k) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur, except for such conditions described in Section 4.06(a), (d), and (j); provided, however, that Seller may make quarterly Tax distributions to the partners of Seller in an amount not to exceed 35% of the taxable income of Seller for any quarterly period with respect to which a Tax distribution is made; provided further that in no event shall the aggregate Tax distributions made with respect to a taxable year exceed 35% of the taxable income of Seller for such year.

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 (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, distributors, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.08 to occur, except that Seller may pay dividends on outstanding shares of Seller’s Preferred Stock in accordance with the terms of such Preferred Stock.

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)the Purchaser, Seller the Sellers shall (x) conduct the Business in the ordinary course Ordinary Course of business consistent with past practice; Business, and (y) use reasonable best efforts to maintain and preserve intact its their respective current Business organization, operations and franchise and to preserve the rights, franchisesfranchise, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the its properties and assets included in assets, including the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) not permit any subleases or lease amendments to the Real Property Leases; (f) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (fg) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned Assumed Contracts; (hi) maintain the Books and Records in accordance with past practice; (ij) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jk) not take or permit to take any action that would cause any of the changes, events or conditions described in Section 4.06 5.8 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 Sellers shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 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 Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller the Company and each of its Subsidiaries shall (x) conduct the Business its business in the ordinary course of business consistent with past practice; practice and (y) use reasonable best efforts to maintain and preserve intact its the current Business organization, operations 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 BusinessCompany and each of its Subsidiaries. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: the Company and each of its Subsidiaries shall (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; its Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; ; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased 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; ; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; ; (fe) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; usurpation consistent with its past practices; (gf) perform all of its obligations under all Assigned Contracts; Contracts relating to or affecting its properties, assets or business; (hg) maintain the Books its books and Records records in accordance with past practice; ; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership Laws; and use of the Purchased Assets; and (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.8 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 Buyer Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed), Seller Parties shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Parties shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay 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, without discounting such Accounts Receivable; (d) maintain the properties and assets 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; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (jh) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 3.11 to occur.

Conduct of Business Prior to the Closing. From (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof until and the time of the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent the Seller shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business other than in the ordinary course and consistent with the Seller's prior practice. Without limiting the generality of business consistent the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall (as it relates to the Purchased Business) (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; and (yii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to maintain and (A) preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use business organization of the Purchased Assets; Business, (bB) pay keep available to the debts, Taxes and other obligations Purchaser the services of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in employees of the Purchased Assets in the same condition as they were on the date of this AgreementBusiness, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included existing policies or binders of insurance currently maintained in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use respect of the Purchased AssetsBusiness and (D) preserve its current relationships with the customers and suppliers of the Purchased Business; and (jiv) not take or permit exercise, but only after notice to the Purchaser and receipt of the Purchaser's prior written approval, any action that would cause rights of renewal pursuant to the terms of any of the changesleases or subleases set forth in Section 3.14(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, events take any action, fail to take any action or conditions enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement. (b) Except as described in Section 4.06 to occur5.01(b) of the Disclosure Schedule, the Seller covenants and agrees that, between the date hereof and the time of the Closing, without the prior written consent of the Purchaser, it will not do any of the things enumerated in the second sentence of Section 3.08 (including clauses (a) through (v) thereof).

Conduct of Business Prior to the Closing. From (a) Seller covenants and agrees that, except as described in Section 5.1(a) of the Disclosure Schedule, between the date hereof until and the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent Seller shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business other than in the ordinary course and consistent with Seller’s past practice. Without limiting the generality of business consistent the foregoing, except as described in Section 5.1(a) of the Disclosure Schedule, Seller shall, in each case with respect to the Business or the Assets, (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; and (yii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use reasonable its best efforts to maintain and (A) preserve intact its current Business organization, operations business organization and franchise and to preserve the rights, franchises, goodwill and relationships business organization of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting , (B) keep available to Purchaser the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct services of the Business as currently conducted or the ownership and use employees of the Purchased Assets; Seller, (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policiesexisting policies or binders of insurance currently maintained in respect of Seller and the Business and (D) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to Purchaser and receipt of Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.16(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of Seller to be untrue or result in a breach of any covenant made by Seller in this Agreement. (b) Except as may be required by Law or under this Agreement, Seller will refrain, and will cause its Affiliates to refrain, from directly or indirectly (i) making any representation or promise, oral or written, to any Employee concerning any Plan, except for statements as to the rights or accrued benefits of any Employee under the terms of any Plan, (ii) making any increase in the salary, wages or other compensation of any Employee whose annual salary is or, after giving effect to such change, would be $100,000 or more, except, in any case under this Section 5.1(b), in the ordinary course of business or as Seller or any Affiliate otherwise deems reasonably necessary to respond to competitive situations, (iii) adopting, entering into or becoming bound by any Plan or any collective bargaining agreement with respect to the Business or any of the Employees, or, amending, modifying or terminating (partially or completely) any such Plan or collective bargaining agreement, except to the extent required by applicable Law; (f) defend and protect the properties and assets included Law and, in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance event compliance with past practice; (i) comply in all material respects with all Laws applicable legal requirements presents options, only to the conduct of extent that the Business option which Seller or the ownership and use relevant Affiliate reasonably believes to be the least costly is chosen, except, in any case under this Section 5.1(b), in the ordinary course of business or as Seller or any Affiliate otherwise deems reasonably necessary to respond to competitive situations, or (iv) establishing or modifying any (A) targets, goals, pools or similar provisions in respect of any fiscal year under any Plan for Employees or (B) salary ranges, increase guidelines or similar provisions in respect of any Plan with or for Employees, except, in any case under this Section 5.1(b), in the Purchased Assets; and (j) not take ordinary course of business or permit as Seller or any action that would cause any of the changes, events or conditions described in Section 4.06 Affiliate otherwise deems reasonably necessary to occurrespond to competitive situations.

Conduct of Business Prior to the Closing. From the date hereof August 1, 2015 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 Sellers have (x) conduct conducted the Business in the ordinary course of business consistent with past practice; and (y) use used reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller Sellers shall: (a) preserve preserved and maintain maintained all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay paid the debts, Taxes and other obligations of the Business when due; (c) continue continued to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain maintained the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreementconsistent with past practice, subject to reasonable wear and tear; (e) continue continued in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend defended and protect protected the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform performed all of its obligations under all Assigned Contracts; (h) maintain maintained the Books and Records in accordance with past practice; (i) comply complied in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take taken or permit permitted any action that would cause any of the changes, events or conditions described in Section 4.06 5.6 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 Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) use commercially reasonable efforts to conduct the Business in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shallshall take commercially reasonable efforts to: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the Ordinary Course of Business in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (ed) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fe) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (gf) perform all of its material obligations under all Assigned ContractsContracts in accordance with the terms thereof; (hg) maintain the Books and Records in accordance with past practice; (ih) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and; (ji) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.05 to occuroccur other than in the Ordinary Course of Business; and (j) not enter into any Contracts having a term of more than one (1) year other than in the Ordinary Course of 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)the Purchaser, the Seller shall (x) conduct the Business in the ordinary course Ordinary Course of business consistent with past practice; Business, and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchisesfranchise, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, the Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Assumed Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (j) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 5.8 to occur.

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement Agreement, required to complete the Pre-Closing Reorganization or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller each Group Company shall (xa) conduct the Business business of the 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 its the current Business organization, operations business and franchise of the 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 BusinessGroup Companies. Without limiting the foregoing, from the date hereof until the Closing Date, Seller each Group Company shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivablenot accelerate any receivables or delay paying any payables; (d) not cancel or waive rights of substantial value; (e) maintain the properties and assets included in the Purchased 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; (ef) continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (fg) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hi) maintain the Books its books and Records records in accordance with past practice; (ij) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (jk) not take (i) make, change or permit revoke any action that would cause Tax election, (ii) consent to any extension or waiver of the changeslimitations period applicable to any claim or assessment with respect to Taxes (iii) file any amended income tax or any other material Tax Return, events (iv) settle or compromise any material Tax claim or assessment by any Governmental Authority, (v) enter into a closing agreement with a taxing authority or (vi) surrender any right to claim a refund of a material amount of Taxes. Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the business operations of the Group Companies prior to the Closing and (ii) prior to the Closing, the Company shall exercise, consistent with the terms and conditions described in Section 4.06 to occurof this Agreement, complete control and supervision over the operations of the Business.

Conduct of Business Prior to the Closing. From Seller shall and shall cause NAIC to use reasonable best efforts to maintain NAIC’s Certificate of Authority in each of the states for which NAIC holds a Certificate of Authority as of the date hereof. Except as required by applicable Law or as expressly required or permitted by the terms of this Agreement, and except for matters as set forth on Schedule 5.2, Seller covenants and agrees that on and after the date hereof until and prior to the Closing, and except as otherwise provided in this Agreement or consented to approved by Buyer in writing by Buyer (which consent shall such approval not to be unreasonably withheld withheld, delayed or delayedconditioned and which approval shall be deemed to have been given if Buyer fails to respond to a request for such approval within five (5) Business Days after the date of such request), Seller shall will cause: (xa) conduct the Business The business, operations, activities and practices of NAIC to be conducted (i) in the ordinary course of business and consistent with past practice; practice and (yii) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (e) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply compliance in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; andLaws; (jb) NAIC not to take or permit any action that would cause or intentionally fail to take any action as a result of which any of the changes, changes or events or conditions described listed in Section 4.06 4.16 would reasonably be likely to occur.; (c) NAIC not to amend (in any material respect), terminate (other than at its stated expiry date) or fail to renew any Material Contract, or enter into any Contract which would, if entered into prior to the date hereof, have been a Material Contract, except (i) in the ordinary course of business and consistent with past practice, (ii) as contemplated by this Agreement, or

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 the Company shall (xa) conduct the Business business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (yb) use its reasonable best efforts to maintain and preserve intact its the current Business organization, operations 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 BusinessCompany. Without limiting the foregoing, from the date hereof until the Closing Date, Seller the Company shall, consistent with prior operations: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assetsits Permits; (b) pay the its debts, Taxes and other obligations of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivablenot accelerate any receivables or delay paying any payables; (d) not cancel or waive rights of material value; (e) maintain the properties and assets included in the Purchased 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; (ef) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (fg) defend and protect the its properties and assets included in the Purchased Assets from infringement or usurpation; (gh) perform all of its obligations under all Assigned ContractsContracts relating to or affecting its properties, assets or business; (hi) maintain the Books its books and Records records in accordance with past practice; (ij) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased AssetsLaws; and (jk) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 4.8 to occur. Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the business operations of the Company prior to the Closing and (ii) prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the business.

Conduct of Business Prior to the Closing. From (a) The Seller covenants and agrees that, except as described in Section 5.01(a) of the Disclosure Schedule, between the date hereof until and the time of the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent the Seller shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business other than in the ordinary course and consistent with the Seller’s prior practice. Without limiting the generality of business consistent the foregoing, except as described in Section 5.01(a) of the Disclosure Schedule, the Seller shall (as it relates to the Purchased Business) (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; and (yii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its reasonable best efforts to maintain and (A) preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use business organization of the Purchased Assets; Business, (bB) pay keep available to the debts, Taxes and other obligations Purchaser the services of the Business when due; (c) continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable; (d) maintain the properties and assets included in employees of the Purchased Assets in the same condition as they were on the date of this AgreementBusiness, subject to reasonable wear and tear; (eC) continue in full force and effect without material modification all Insurance Policies, except as required by applicable Law; (f) defend and protect the properties and assets included existing policies or binders of insurance currently maintained in the Purchased Assets from infringement or usurpation; (g) perform all of its obligations under all Assigned Contracts; (h) maintain the Books and Records in accordance with past practice; (i) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use respect of the Purchased AssetsBusiness and (D) preserve its current relationships with the customers and suppliers of the Purchased Business; and (jiv) not take or permit exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any action that would cause rights of renewal pursuant to the terms of any of the changesleases or subleases set forth in Section 3.14(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, events take any action, fail to take any action or conditions enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement. (b) Except as described in Section 4.06 to occur5.01(b) of the Disclosure Schedule, the Seller covenants and agrees that, between the date hereof and the time of the Closing, without the prior written consent of the Purchaser, it will not do any of the things enumerated in the second sentence of Section 3.08 (including clauses (a) through (v) thereof).