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

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

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller shallshall use its best efforts to: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets assets, including any Company Intellectual Property, from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts contracts relating to or affecting its properties, assets or business, including Material Contracts; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), the Stockholders and the Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and maintain satisfactory relationships of with its employees, customers, lenders, suppliers, regulators and others having material business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, the Stockholders and the Seller shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and material assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 4.07 to occur.

Conduct of Business Prior to the Closing. (a) From the Effective Date date hereof until the Closing DateInitial Closing, except as otherwise provided in this Agreement, in the Management Agreement or consented to in writing by Buyer Investor (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller shall, and shall cause the Company to, Parties shall, (x1) conduct the business Business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y2) use commercially reasonable best efforts to maintain and preserve intact the current organization, business Business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the MSA Effective Date, the Company Parties shall, and subsequent to the MSA Effective Date until the Initial Closing Datethe Company Parties shall, Seller shallin accordance with the Management Agreement, use commercially reasonable efforts to assist Investor or Investor’s Affiliate to: (ai) cause the Company to preserve preserve, maintain and maintain perform in compliance with all of its Permits; (bii) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (ciii) cause the Company to maintain the properties and assets owned, operated or used by the Company in substantially the same condition as they were on the Effective Agreement Date, subject to reasonable wear and tear; (div) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (ev) cause the Company to defend and protect its properties and assets from infringement or usurpation; (fvi) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessMaterial Contracts; with past practice; applicable Laws; (gvii) cause the Company to maintain its books and records in accordance with past practice; (hviii) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, or conditions described in Section 3.08 to occur.all

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, to (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller shallshall use commercially reasonable efforts to: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets assets, including any Company Intellectual Property, from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts contracts relating to or affecting its properties, assets or business, including Material Contracts; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessMaterial Contracts; (gf) cause the Company to maintain its books and records in accordance with past practice; (hg) cause the Company to comply in all material respects with all applicable Laws; and (ih) cause the Company to not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and due, except where an obligation is contested by the Company in a manner consistent with past practicegood faith; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear;reasonable (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 3.07 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due due, unless disputed in good faith and in a manner consistent with past practiceadequate reserves; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and teartear and obsolescence; (d) cause the Company to continue in full force and effect without adverse modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business, except to the extent the Company's customers may fail to provide deposit, materials or specifications to allow Company to so perform; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws, if failure to comply would not cause a Material Adverse Effect; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. (a) From the Effective Date date hereof until the Closing DateInitial Closing, except as otherwise provided in this Agreement, in the Management Agreement or consented to in writing by Buyer Investor (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), Seller shall, and shall cause the Company to, Parties shall, (xi) conduct the business Business of the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (y2) use commercially reasonable best efforts to maintain and preserve intact the current organization, business Business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the MSA Effective Date, the Company Parties shall, and subsequent to the MSA Effective Date until the Initial Closing Datethe Company Parties shall, Seller shallin accordance with the Management Agreement, use commercially reasonable efforts to assist Investor or Investor’s Affiliate to: (ai) cause the Company to preserve preserve, maintain and maintain perform in compliance with all of its Permits; (bii) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (ciii) cause the Company to maintain the properties and assets owned, operated or used by the Company in substantially the same condition as they were on the Effective Agreement Date, subject to reasonable wear and tear; (div) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (ev) cause the Company to defend and protect its properties and assets from infringement or usurpation; (fvi) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessMaterial Contracts; (gvii) cause the Company to maintain its books and records in accordance with past practice; (hviii) cause the Company to comply in all material respects with all applicable Laws; (ix) except as required by any applicable Law, cause the Company to continue to operate all retail locations currently open and to use commercially reasonable efforts to timely open any additional retail locations scheduled to be opened within the next 12 months; and (ix) except as required by any applicable Law, cause the Company to continue all growing, processing and manufacturing activities currently being undertaken by the Company. (b) From the Agreement Date until the Closing, the Company Parties shall cause the Company not to take or permit any of the following actions without Investor’s prior written consent, unless such actions are otherwise permitted and in accordance with the Management Agreement: (i) declare, set aside, or pay any dividend or make any distribution with respect to the equity of the Company or redeem, purchase, or otherwise acquire any of the equity of the Company; (ii) authorize for issuance, issue, sell, pledge, grant, encumber or deliver or agree or commit to issue, sell, pledge, grant, encumber or deliver any Equity Equivalents of the Company; (iii) amend or change any of the Company’s organizational documents; (iv) incur any material obligation or liability (individually or in the aggregate) other than for Transaction Expenses or incur any indebtedness for borrowed money, make any loans or advances, or assume, guarantee or endorse or otherwise become responsible for the obligations of any other Person; (v) (i) enter into any significant new line of business, or incur or commit to incur any capital expenditures or Liabilities in connection therewith or (ii) abandon or discontinue any significant existing lines of business; (vi) except as required by any applicable Law, apply for any new Permits pursuant to State and Local Cannabis Laws or abandon any pending applications for Permits applied for under State and Local Cannabis Laws; (vii) acquire any business whether by merger or consolidation, purchase of assets or equity securities or any other manner; (viii) any action that would cause any of the changes, events, events or conditions described in Section 3.08 3.6 to occur; or (ix) commit to do any of the foregoing referred to in clauses (i)–(viii).

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable LawLaws; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation;; #34018857 v13 (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 2.22 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, 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, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve preserve, maintain and maintain comply with all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable LawsLaws and all applicable U.S. export controls, laws and regulations; (i) cause the Company not to take or permit any action that would violate Sanctions; and (ij) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occuroccur or that would cause a breach of any warranty in Article III.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to not change (whether by expiration of any license thereto or otherwise) any of the types of Software that is Company Intellectual Property or change the Company’s manner or scope of use of any such Software; (i) cause the Company to comply in all material respects with all applicable Laws; and (ij) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 3.07 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and Sellers shall cause the Company to, : (xa) conduct the business of the Company in the ordinary course of business consistent with past practicebusiness; and (yb) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting In furtherance of the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts agreements relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 5.01 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policiesmaterial insurance policies held by the Company, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, or conditions described in Section 3.08 4.07 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the their business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the their current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having business relationships with the Companythem. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller shall: (a) cause the Company to preserve and maintain all of its respective Permits; (b) cause the Company to pay its respective debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its their obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 3.09 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 4.07 to occur.

Conduct of Business Prior to the Closing. From the Effective Date March 10, 2014 and until the Closing DateClosing, 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 Xxxxxxxx and the Company to, (x) conduct the business of Xxxxxxxx and the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of Xxxxxxxx and the Company and to preserve the rights, franchises, goodwill and relationships of its employeesEmployees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date March 10, 2014 until the Closing Date, Seller shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause each of Xxxxxxxx and the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause each of Xxxxxxxx and the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or businessMaterial Contracts; (gf) cause each of Xxxxxxxx and the Company to maintain its books and records in accordance with past practice; (hg) cause each of Xxxxxxxx and the Company to comply in all material respects with all applicable Laws; and (ih) cause each of Xxxxxxxx and the Company to not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Stockholders shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Stockholders shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policiesinsurance policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 4.06 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing Dateor the termination of this Agreement in accordance with Section 9.01, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business substantially consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller Sellers shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, or conditions described in Section 3.08 to occur.

Conduct of Business Prior to the Closing. From the Effective Date date hereof until the Closing DateClosing, except as otherwise provided in this Agreement or consented to in writing by Buyer Parent (which consent shall not be unreasonably withheld or delayed), Seller the Company shall, and the Equityholders shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the Effective Date date hereof until the Closing Date, Seller the Equityholders shall: (a) cause the Company to preserve and maintain all of its Permits; (b) cause the Company to pay its debts, Taxes and other obligations when due and in a manner consistent with past practicedue; (c) cause the Company to maintain the properties and assets owned, operated or used by the Company in good working order and in the same condition as they were on the Effective Datedate of this Agreement, subject to reasonable wear and tear; (d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) cause the Company to defend and protect its properties and assets from infringement or usurpation; (f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business; (g) cause the Company to maintain its books and records in accordance with past practice; (h) cause the Company to comply in all material respects with all applicable Laws; and (i) cause the Company not to take or permit any action that would cause any of the changes, events, events or conditions described in Section 3.08 3.07 to occur.