Common use of Interim Covenants Clause in Contracts

Interim Covenants. (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. (a) Except Each of Post Entities and Denver Publishing covenants and agrees that from the date hereof to and including the Effective Date it shall, with respect to its Newspaper, continue to carry on its business in the ordinary course. The LLC hereby covenants and agrees that from the date hereof to and including the Effective Date, it shall carry on its business in the ordinary course consistent with the prior written consent course of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted conduct heretofore and hereafter by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior Denver Post with respect to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its businessNewspaper. From the date hereof through to and including the Closing Effective Date, neither the Post Entities nor Denver Publishing, with respect to its Newspaper, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts tothe LLC with respect to its business will: (i) maintain engage in any transaction materially affecting it, its assets or Liabilities, except in the Purchased Assets in a manner consistent with past practices, reasonable wear normal and tear excepted and maintain the types and levels ordinary course of insurance currently in effect in respect of the Purchased Assetsthat entity's business; (ii) fail to use reasonable efforts to prevent any event or transaction from occurring which materially adversely affects that entity's business, operations, assets, Liabilities, financial condition or future prospects; (iii) fail to use reasonable efforts to preserve intact the Yu-Gi-Oh! Businessits present organization, to keep available the services of its current employees and agents and to maintain employees, preserve its relations and goodwill relationships with its suppliers, customers, distributors suppliers and any others having business dealings with whom or with which it has business relations; (iii) upon any damageit, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement end that its goodwill and restoration thereof ongoing business will not be materially impaired prior to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable LawClosing; (iv) promptly advise Purchaser sell, lease, transfer or agree to sell, lease or transfer any material asset of its Newspaper or relating to a Newspaper, except in writing the ordinary course of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; andbusiness; (v) consult adopt or modify any pension, profit-sharing or other compensation plan (except as required by law or except for changes which would not affect the level of benefits) or enter into any contract of employment or permit any increases or changes in the compensation of employees of its Newspaper (including bonuses), except in accordance with Purchaser on all past practices and in the ordinary course, or except as a result of collective bargaining heretofore or hereafter undertaken in the ordinary course, except to the extent required by law and except for retention arrangements made with employees of its Newspaper as a result of or in connection with the transactions contemplated by this Agreement; (vi) enter into or amend any material aspects of contract or commitment, waive any material right or enter into any other material transaction, other than in the Yu-Gi-Oh! Business as may be reasonably requested from time ordinary course; or (vii) enter into any agreement to time by Purchaser, including, but not limited to, personnel, accounting and financial functionstake any actions specified in this Section 6.5. (b) Except as otherwise contemplated Each party will promptly notify the others in writing upon becoming aware of any order or permitted by decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreementstransactions contemplated hereby, or cancelupon receiving any notice from any governmental department, modify court, agency or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any commission of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action intention to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter institute an investigation into, or negotiate any licenses institute a suit or grant any party any rights proceeding to restrain or license in any enjoin the consummation of the Purchased Assets; or (ix) authorize any of the foregoingthis Agreement or such transactions, or commit to nullify or agree to take actions, whether in writing render ineffective this Agreement or otherwise, to do any of the foregoingsuch transactions if consummated. (c) Seller This Agreement is subject to such obligations and duties as may be imposed on any party by statute, regulation, contract or law; and no party shall be liable for any damages to any other party, or any other person, for reasonable actions taken in compliance with such obligations. In the event that any court, administrative agency or tribunal, by order, determination or administrative action, requires a party to take all actions in compliance with obligations and duties that may be imposed by statute, regulation, contract or law as a condition or precondition to the undertakings herein, or determines to initiate proceedings or does initiate proceedings to compel such actions of a party, then such party may take such actions as reasonably are required for compliance with such obligations and duties, or to discharge, adjust or settle such orders, determinations, administrative action to properly or proceedings, it being agreed and timely (i) exercise its option for the next season of Yu-Gi-Oh! such understood that the expiration dates parties will use all reasonable efforts to oppose the imposition of the Yu-Gi-Oh! Grant Agreements at Closing any such order, determination, administrative action or proceeding. (d) Each of Post Entities and Denver Publishing, shall conscientiously endeavor to perform on a timely basis all obligations required to be August 31, 2019 for broadcast performed by it under all contracts and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect leases relating to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreementsits Newspaper.

Interim Covenants. (a) Except with From the prior date hereof until the earlier of (x) the date this Agreement is terminated pursuant to Article VII and (y) the Closing, the Company shall, upon the written request of Parent, report to Parent concerning the state of the business, operations and finances of the Company and Company Subsidiaries, and unless Parent shall otherwise consent of Purchaser in writing (which consent shall not be unreasonably withheld, delayed or conditioned), ) and except as otherwise contemplated contemplated, required or permitted by this Agreement or as required by Agreement, the Bankruptcy Code or other applicable Law, during Company and the period Company Subsidiaries shall operate their respective businesses in the ordinary course of business consistent with past practice and use their commercially reasonable efforts to maintain its present business organization and operations and neither the Company nor any Company Subsidiary shall have taken any action that if taken after the Balance Sheet Date and prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through would have been required to be disclosed on Schedule 3.7; provided that, notwithstanding anything in this Agreement to the Closing Datecontrary, nothing contained in this Agreement shall (A) give Parent, directly or as otherwise required by applicable Lawindirectly, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets right to control or direct in a any manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect operations of the Purchased Assets; Company or the Company Subsidiaries; (iiB) preserve intact prohibit or restrict the YuCompany’s or any Company Subsidiary’s ability to make withdrawals, borrow funds or make payments or pre-Gi-Oh! Business, payments under any agreement in place as of the date hereof related to keep available Indebtedness (including any revolving line of credit or similar facility provided for thereunder); (C) prohibit or restrict the services Company or any Company Subsidiary from hiring or terminating the employment of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom employee in the ordinary course of business; (D) prohibit or with which it has business relations; (iii) upon restrict the Company or any damage, destruction or loss to Company Subsidiary from making any Purchased Asset, apply any insurance proceeds received with respect thereto capital expenditures pursuant to the prompt repair2015 capital expenditure budget of the Company and the Company Subsidiaries; or (E) restrict the ability of the Company or any Company Subsidiary to pay any Transaction Expenses or Indebtedness, replacement and restoration thereof in each case, prior to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functionsClosing. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. (a) Except During the Pre-Closing Period, except to the extent contemplated by this Agreement or otherwise consented to by an instrument in writing signed by MTH or as otherwise set forth in Schedule 6.2, the Company shall (i) not take an action the intent of which is to conduct its business other than in the ordinary course of its business, consistent with past practices; (ii) maintain its legal existence; (iii) use commercially reasonable efforts, consistent with past practice, (A) to preserve the goodwill and business of the material customers and material vendors of the Company and/or any Subsidiary and any Service Provider of Company and/or Subsidiary and (B) to retain the services of the key employees of Company or Subsidiary identified on Schedule 6.2; (iv) use commercially reasonable efforts, consistent with past practice, to maintain its assets in customary repair, maintenance and condition, except to the extent of normal wear and tear; (v) use commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that maintained as of the date of this Agreement; (vi) not take an action the intent of which is to cause the representations and warranties of the Company set forth in Article III to fail to be true and correct in all material respects as of the Closing Date; (vii) not take any action of the type set forth in Section 3 of the Shareholders’ Agreement without obtaining the prior written consent approval of Purchaser the Investor Representative, the Board of Directors of the Company or MTH; and (viii) comply with the terms of the Shareholders’ Agreement. (b) During the Pre-Closing Period, except to the extent contemplated by this Agreement or otherwise consented to by an instrument in writing signed by MTH (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to Company and up to Closing, Seller its Subsidiaries shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: not (i) maintain incur any Taxes outside the Purchased Assets in a manner consistent with past practicesordinary course of business, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Businesschange a method of accounting for income Tax purposes, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon enter into any damage, destruction or loss agreement with any Government Authority with respect to any Purchased AssetTax matter, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of surrender any event that has hadright to a Tax refund, or would reasonably be expected to have, a Material Adverse Change; and (v) consult change an accounting period with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time respect to time by PurchaserTaxes, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights infile an amended Tax Return, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject make any Purchased Assets election with respect to any Liens; Taxes, or (viii) enter into, change or negotiate revoke any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 election with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant AgreementsTaxes.

Interim Covenants. (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Lawwithout the prior written consent of the Buyer, the Seller shall shall: (a) conduct the OTS Business in the ordinary course consistent with past practices and use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) to preserve intact the Yu-Gi-Oh! OTS Business, to keep available the services of its current employees and agents the key Employees and to maintain its relations and goodwill preserve the relationships with its suppliers, customers, distributors suppliers and any others having material business dealings with whom or with which it has business relationsthe OTS Business; (iiib) upon utilize the Engineering Software Assets in the ordinary course consistent with past practice; (c) not sell, pledge, dispose of, or encumber any damageof the Engineering Software Assets, destruction or loss except in the ordinary course of business (which includes, without limitation, the granting of nonexclusive licenses to customers and distributors to any Purchased AssetHyprotech Product in the ordinary course of business on terms and conditions consistent with past practice as disclosed to Buyer, apply any insurance proceeds received subject to Seller's obligations with respect thereto to any settlement agreement relating to the prompt repairSpecified Proceedings); (d) continue to meet the contractual obligations of the OTS Business under the Assigned Contracts and the Sublicensable Third Party Licenses and to fulfill all such obligations in all respects as they mature, replacement and restoration thereof to pay all accounts payable of the OTS Business, in each case on a timely basis in the ordinary course; (e) maintain in full force and effect all presently existing insurance coverage for the OTS Business, or insurance comparable to such existing coverage, to the condition extent such coverage is reasonably available; (f) preserve, protect, maintain and enforce all rights in the Assigned Intellectual Property in a manner consistent with the past practice of the Seller; (g) not grant any third party any exclusive license in or to any Assigned Intellectual Property; (h) not expressly waive any rights under any Assigned Contract or Sublicensable Third Party License, if such Purchased Asset before such event waiver would reasonably be expected to adversely affect the Buyer's rights with respect to the Assigned Contracts or sublicenses under the Sublicensable Third Party Licenses; (i) with respect to the OTS Business and the Engineering Software Assets, not enter into any settlement agreement that would restrict the Buyer's contemplated use of the Engineering Software Assets; (j) in connection with the OTS Business, acquire (by merger, consolidation or acquisition of stock) any entity or person or substantially all of, or any material portion of, the assets of any entity or person that conducts Operator Training Services; (k) not assume, grant, guarantee or endorse, or make any other accommodation or arrangement making the Buyer (as acquirer of the OTS Business and the Engineering Software Assets) responsible for, the liabilities of any other entity or person, or cancel or forgive any debts or claims of the OTS Business; (l) not enter into any employment agreement, make any loan to any Employee or enter into any material transaction of any other nature with any Employee or, if requiredexcept in accordance with past practices or pursuant to the terms of employment agreements, plans, programs, arrangements or policies in effect on the date of this Agreement, grant any increase in the salary or other compensation of, grant any bonus to such any Employee; PROVIDED THAT Seller will give Buyer written notice of any action permitted under this paragraph (l) or paragraphs (m) or (n) below within two Business Days prior to Closing; and PROVIDED, FURTHER, that nothing in this paragraph (l) shall prohibit the Seller from offering to employees engaged primarily in duties relating to the OTS Business equity or other incentives, at the Seller's sole expense, in the ordinary course or as an incentive to remain in the Seller's employment during the period from the date hereof through the Closing Date (betterincluding, without limitation, the incentive program described in Section 4.9 hereof); (m) condition not take any action to institute any new severance or termination pay practices with respect to any of the Employees or to increase the benefits payable under the severance or termination pay practices of the OTS Business, PROVIDED, HOWEVER, that nothing in this paragraph (m) shall prohibit the Seller from offering to employees engaged primarily in duties relating to the OTS Business equity or other incentives, at the Seller's sole expense, in the ordinary course or as an incentive to remain in the Seller's employment during the period from the date hereof through the Closing Date (including, without limitation, the incentive program described in Section 4.9 hereof); (n) not adopt or amend, in any material respect, except as contemplated hereby or as may be required by applicable Lawlaw, order, rule or decree, any collective bargaining, bonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund, plan or arrangement for the benefit or welfare of any Employees, PROVIDED, HOWEVER, that nothing in this paragraph (n) shall prohibit the Seller from offering to employees engaged primarily in duties relating to the OTS Business equity or other incentives, at the Seller's sole expense, in the ordinary course or as an incentive to remain in the Seller's employment during the period from the date hereof through the Closing Date (including, without limitation, the incentive program described in Section 4.9 hereof); (ivo) promptly advise Purchaser in writing of the occurrence of any event that has had, not agree or would reasonably be expected otherwise commit to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject take any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights actions described in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and foregoing paragraphs (iia) make any required payments under the Yu-Gi-Oh Grant Agreementsthrough (n).

Interim Covenants. In the event that the Deferred BD Closing is later than the Closing, (ai) Except on or prior to the anticipated Closing Date, Seller Parent shall cause Xxxxxx Associates, LLC to transfer the BD Equity Interests to an Affiliate of Seller Parent (other than any Business Subsidiary), (ii) subject to the applicable provisions of Sections 7.3, Seller Parent and Buyer shall use their respective commercially reasonable efforts to obtain the FINRA Approval, as applicable, as promptly as practicable and (iii) until the earlier of the Deferred BD Closing and the Outside Deferred Closing Date, except (A) as expressly contemplated by this Agreement, (B) with the prior written consent approval of Purchaser Buyer (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned)delayed) or (C) as may be required to comply with any applicable Requirements of Law, (1) Seller Parent shall cause such Affiliate to use its reasonable best efforts (x) to operate the BD Subsidiary in the ordinary course and substantially as otherwise contemplated or permitted by operated immediately prior to the date of this Agreement and (y) to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, clients, distributors and others having business relations with the BD Subsidiary and (2) Seller Parent and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would, in compliance with Requirements of Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the BD Subsidiary in accordance with this Agreement; provided, however, that (x) Seller Parent and its Affiliates shall have no obligation to make any investment in, or to make any loan or other capital contribution to, the BD Subsidiary, except to the extent necessary to meet the Regulatory Capital requirements of the BD Subsidiary in effect on the date hereof or as required modified by the Bankruptcy Code SEC or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From FINRA after the date hereof through the Deferred BD Closing Date, or and (y) “ordinary course” operations that are “substantially as otherwise required operated immediately prior to the date of this Agreement” shall not be the same as prior to the Closing Date (by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect sole reason of the Purchased Assets; (iitransactions consummated on the Closing Date and the impact thereof) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, neither Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify Parent nor any of its sales practices or receivables collections practices from those in place on the date hereof, including offering Affiliates shall have any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, responsibility to, or for liability for, failure to operate the use BD Subsidiary in the ordinary course, substantially as operated immediately prior to the date of this Agreement, by reason of any of change solely from the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of transactions consummated on the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoingClosing Date. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned)Buyer, as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in the ordinary course as a chapter 11 debtor in financial and other circumstances similar to the Seller would operate and consistent with past practice and in compliance in all material respects with all Laws applicable to the operation of its business. From Without limiting the foregoing, from the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts toshall: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser Buyer in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser Buyer on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functionsBuyer. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, not take any action outside of the ordinary course of business of Seller without the prior written consent of PurchaserBuyer, including without limitation the following: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of an interest in any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (viiii) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Transferred Intellectual Property, except for rights which expire or terminate in accordance with their terms; (viiiv) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ixv) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. From and after the date hereof through and including the Closing Date: (a) Except the Transferors shall not (and will not permit Urban to) instruct or request the Operator to operate and maintain the Project other than in substantially the same manner as it is currently being operated and maintained (normal wear and tear and damage by casualty excepted), including maintaining all Consumables and FF&E within the range of the historical levels at which such items have been maintained (as evidenced by the Operator’s books and records); (b) the Transferors shall not (and will not permit Urban to) instruct or request the Operator to maintain the Furniture, Fixtures and Equipment other than in the ordinary course of business, and not remove any of the Furniture, Fixtures or Equipment from the Project unless replaced with Furniture, Fixtures and Equipment of a quality comparable to that removed; (c) the Transferors shall not (and will not permit Urban to) instruct or request the Operator to fail to maintain, or cause to be maintained, all existing insurance carried by the Company on the Improvements so long as such insurance is available on commercially reasonable terms; (d) without the prior written consent of Purchaser (the Partnership, which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated the Transferors shall not (and will not permit Urban to) instruct or permitted request the Operator to (i) enter into any new Project Agreements providing for annual payments in excess of $50,000 in the aggregate and that are not terminable on less than thirty (30) days prior written notice without penalty that is not paid by the Transferors, or materially modify, amend, terminate, cancel or grant any material concessions regarding any existing Project Agreements, including the Management Agreement, unless any such step is necessary or appropriate to operate or maintain the Project in the manner required by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise is required by applicable LawLaw or by the Existing Financing Documents or by the insurance policies relating to the Project (in which event the Partnership’s consent shall not be required) or (ii) enter into any new Tenant Leases or any amendments to any existing Tenant Leases or (iii) except in connection with the Defeasance, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets amend or modify in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in any material respect any of the Purchased AssetsExisting Financing Documents or make any prohibited prepayments under the Existing Financing Documents; (iie) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser:the Partnership, which consent shall not be unreasonably withheld, delayed or conditioned, the Transferors shall not (and will not permit Urban to) amend or modify the Master Lease or the Management Agreement, and the Transferors will cause the Company to perform in all material respects its obligations under the Existing Financing Documents, the Master Lease and the Management Agreement; (if) enter intowithout the prior written consent of the Partnership, terminate which consent shall not be unreasonably withheld, delayed or amend conditioned, and except in the case of emergencies or reject as required by applicable Law or by any insurance company issuing insurance covering the Project, the Transferors shall not (and will not permit Urban to) make, or obligate the Company to make, any material alterations or modifications to the Project; (g) notwithstanding anything contained herein to the contrary, the Transferors shall have the right to cancel, or to instruct the Operator to cancel, any Equipment Lease if, in the reasonable judgment of the Transferors, the cost of such cancellation would be less than the cost of paying any fees required to be paid in respect of such Equipment Lease in connection with the transactions contemplated hereby; and (h) except as contemplated by the Redemption Agreement, or as permitted by Section 2.5(f), none of the proceeds of the Refinancing Debt shall be paid to any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoingCurrent Owners. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. ‌ (a) Except with Subject to Subsection (b) and applicable law (including antitrust law and gas market unbundling rules), the Seller shall procure that the Target Company will not undertake any of the acts or matters specified in this Subsection (a) in the period from the Signing Date until Completion unless a prior written consent (e-mail is sufficient) of the Purchaser is obtained (which such consent shall not to be unreasonably withheld, conditioned or delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required and which shall be deemed granted if the Purchaser has not given written notice of disapproval within ten (10) Business Days of receipt by the Bankruptcy Code or other applicable Law, during Purchaser of the period prior request for approval). The acts and matters referred to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts this Subsection (a) are to: (i) maintain approve any material changes to the Purchased Assets Target Company's constitutional documents, changes in the registered capital of the Target Company, issuance of convertible bonds, a transfer of the registered office of the Target Company outside the Czech Republic, (ii) merge, de-merge, convert, consolidate, spin-off or otherwise restructure the Target Company; (iii) establish any subsidiary or acquire shares or an ownership interest in another entity or get into a similar position in relation to a trust fund; (iv) enter into liquidation by the Target Company; (v) make, pay or declare any dividend or other distribution of capital (whether in cash or in kind and whether actual or deemed), except as provided for in the definition of the Permitted Leakage; (vi) sell, donate or encumber any of the Storage Facilities, or otherwise dispose of the Storage Facilities, or attempt to transfer the Storage Facilities to a third party; create or agree to create (viii) to operate the business of the Target Company outside its Ordinary Course of Business. For the purposes of this Agreement the "Ordinary Course of Business" means conducting business in all material respects in an ordinary manner substantially consistent with past practices, reasonable wear and tear excepted and taking into account practices common in the industry in which the Target Company operates, in order to maintain the types and levels of insurance currently in effect in respect going-concern value of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse ChangeTarget Company; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. The parties hereby agree that: (a) Except from the date hereof until the Closing, Parent shall, and the Founder and Issuer shall cause Parent to, keep the Investor apprised of the latest progress and status of all matters relating to or under the Merger Agreement, including the progress and status of the fulfilment of the closing conditions (or any impediments for fulfilling any or all closing conditions) thereunder, and provide all such documents and any other information as reasonably requested by the Investor in connection therewith. If any objections are asserted with respect to the Merger under any applicable Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or which would otherwise prevent, materially impede or materially delay the consummation of the Merger, each of the Founder, Parent and Issuer undertakes to notify the Investor immediately upon it coming to the Founder’s, Parent’s or Issuer’s attention; (b) from the date of this Agreement until the Closing, Parent shall not, and shall cause the Merger Sub not to, and the Founder and Issuer shall not permit Parent or the Merger Sub to, (i) waive any closing condition under the Merger Agreement, any other Transaction Document or the Purchase Agreement and other documents in connection therewith, or (ii) terminate, amend or modify the Merger Agreement, any other Transaction Document or the Purchase Agreement and other documents in connection therewith unless such action has been approved in advance in writing by the Investor. Each of the Founder, Issuer and Parent agrees not to, and shall procure the Merger Sub not to, take any action with respect to the Merger Agreement, unless such action is required to be performed under the Merger Agreement or otherwise jointly instructed or mutually agreed by the Investor and the Founder, provided that the Investor and the Founder shall not require Parent or the Merger Sub to waive the closing condition under Section 7.01(b) (No Injunction) of the Merger Agreement; and (c) from the date hereof until the Closing, except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement the Investor or as specifically required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Transaction Documents or the Consortium Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, Founder and Parent shall not transfer or otherwise dispose of any of the Purchased Assets; encumber (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion attempt to transfer or encumber) any or all of the Equity Securities of Issuer or Parent (or any beneficial interest therein) in any way, and the Founder, Issuer and Parent shall not, and shall procure that each of Parent and Merger Sub shall not, (i) increase, reduce or transfer any of its business as going out registered capital; (ii) alter, amend or supplement any of businessits charter documents; (iii) merge or consolidate with other Person, liquidating or closing; participate in any other type of corporate restructuring; (iv) acquire or dispose of, or agree to acquire or dispose of, any assets; (v) create, or agree to create, an encumbrance over any assets; (vi) dispose of directly or fail to keep in effect indirectly, incur any material rights in, to, debt or for the use of any of the Intellectual Property, except for rights which expire liability; or terminate in accordance with their terms; (vii) subject guarantee or secure the obligations of any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoingPerson. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

Interim Covenants. In the event that the Deferred BD Closing is later than the Closing, (ai) Except Seller shall ensure that the NCA Equity Interests are not contributed to Thoreau Holdco pursuant to Section 2.02(a)(iii), (ii) subject to the applicable provisions of Section 7.03, Seller and Buyer shall use their respective reasonable best efforts to obtain the FINRA Approval, as applicable, as promptly as practicable and (iii) until the earlier of the Deferred BD Closing and the Outside Deferred Closing Date, except (A) as expressly contemplated by this Agreement, (B) with the prior written consent approval of Purchaser Buyer (not to be unreasonably withheld or delayed) or (C) as may be required to comply with any applicable requirements of Law, (1) Seller shall use its reasonable best efforts (x) to operate NCA in the ordinary course and substantially as operated immediately prior to the date of this Agreement (provided that NCA shall operate solely for the benefit of the Business and the Buyer Affiliates) and (y) to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, clients, distributors and others having business relations with NCA and (2) Seller and Buyer will cooperate in a mutually agreeable arrangement under which consent Buyer would, in compliance with requirements of Law, obtain the benefits and assume the obligations and bear the economic burdens associated with NCA in accordance with this Agreement (other than any obligations or economic burdens resulting from a breach of this Agreement by Seller and without allocating any corporate level expenses of Seller or any Subsidiary to NCA) (it being understood that, to the extent required by Law, any revenues associated with NCA shall not be unreasonably withheldpaid over to Buyer prior to the Deferred BD Closing and rather will be held for Buyer’s benefit by Seller (such amounts, delayed the “Interim BD Revenues”)); provided, however, that (1) Seller and its Affiliates shall have no obligation to make any investment in, or conditioned)to make any loan or other capital contribution to, as otherwise contemplated or permitted by this Agreement NCA, except to the extent necessary to meet the Regulatory Capital requirements of NCA in effect on the date hereof or as required modified by the Bankruptcy Code SEC or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From FINRA after the date hereof through the Deferred BD Closing Date, or and (2) “ordinary course” operations that are “substantially as otherwise required operated immediately prior to the date of this Agreement” shall not be the same as prior to the Closing Date (by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect sole reason of the Purchased Assets; (ii) preserve intact transactions consummated on the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto Closing Date pursuant to the prompt repair, replacement Transaction Agreements and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (betterimpact thereof) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, neither Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify nor any of its sales practices or receivables collections practices from those in place on the date hereof, including offering Affiliates shall have any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, responsibility to, or for liability for, failure to operate NCA in the use ordinary course, substantially as operated immediately prior to the date of this Agreement, by reason of any of change solely from the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets transactions consummated on the Closing Date pursuant to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Transaction Agreements.

Interim Covenants. (a) Except as otherwise specifically contemplated by this Agreement or for consummation of the sale of Gentel in accordance with the prior written consent Gentel Purchase Agreement, from the date of Purchaser (which consent shall not be unreasonably withheldthis Agreement until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, delayed or conditioned), as otherwise contemplated or except to the extent expressly permitted by this Agreement or as required otherwise consented to by an instrument in writing signed by the Bankruptcy Code or other applicable Law, during Purchaser; the period prior to Seller and up to Closing, Seller the Company shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall (i) use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practicespractice to keep the Company's business, reasonable wear as it is presently being conducted, and tear excepted organization intact and maintain shall not take or permit to be taken or do or suffer to be done anything other than in the types and levels ordinary course of insurance currently in effect in respect of the Purchased Assets; its business consistent with past practice, (ii) preserve intact the Yu-Gi-Oh! Business, use its commercially reasonable efforts to keep available the services of its current employees the Company's directors, officers, employees, independent contractors and agents and to retain and maintain its relations good relationships with the Company's clients and goodwill with its suppliers, customers, distributors maintain the facilities in good condition and any others with whom or with which it has business relations; (iii) upon any damageuse its commercially reasonable efforts to maintain the goodwill and reputation associated with the Company's business, destruction as it is presently being conducted. From the date of this Agreement until the earlier to occur of the Closing Date or loss to any Purchased Assetthe termination of this Agreement in accordance with its terms, apply any insurance proceeds received with respect thereto except to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or extent expressly permitted by this Agreement or otherwise consented to by applicable Lawan instrument in writing signed by the Purchaser, during and without limiting the period prior to and up to Closinggenerality of the foregoing, Seller the Company shall not, without and shall not permit any of its Subsidiaries to: (a) Adopt or propose any change in its certificate of incorporation, certificate of formation or bylaws, other than solely as part of the prior written consent LLC Conversion or a Subsidiary LLC Conversion; (b) Merge or consolidate with any other entity or acquire all or substantially all of Purchaser:the assets of any other entity, other than solely as part of the LLC Conversion or a Subsidiary LLC Conversion; (c) Issue or sell any equity, bonds, or other securities of which the Company or any Company Subsidiary is the issuer or grant, issue or change any options, warrants or other rights to purchase securities of such Company or any Company Subsidiary; (d) Amend any term of any outstanding securities of the Company or any Company Subsidiary other than as part of the LLC Conversion or a Subsidiary LLC Conversion; (e) Other than pursuant to Section 6.5, sell, lease or dispose of, or make any Contract for the sale, lease or disposition of, or subject to any Encumbrance, any of its properties or assets, other than in each case (i) in the ordinary and usual course of its business, (ii) consistent with the representations and warranties contained herein, (iii) not in breach of any of the provisions of this Section 8.1, (iv) in each case for a consideration at least equal to the fair value of such property or asset and (v) for consideration less than or equal to $100,000; (f) Other than in the ordinary course of business consistent with past practice, grant any salary increase or increase any bonus owed to, or increase the draw of, any of its officers, directors, employees or agents, or enter into any new, or amend or alter any existing, employment, bonus, incentive compensation, deferred compensation, profit sharing, retirement, severance, pension, option, group insurance, death benefit or other fringe benefit plan, trust agreement or other similar or dissimilar arrangement, or any employment or consulting agreement; (g) Incur, assume or otherwise become directly or indirectly liable for any indebtedness for borrowed money, whether or not in the ordinary course of its business, or issue any commercial paper; (h) Enter into any leases of real property or any material leases of equipment and machinery or make any capital expenditures, capital additions or capital improvements other than in the ordinary course of business consistent with past practice; (i) enter intoEnter into any Contract (x) outside of the ordinary course of business or (y) in the ordinary course of business, terminate (i) which would be required to be listed on Schedule 4.12 had it been entered into prior to the date hereof or (ii) in which any Affiliate of the Company or the Seller has any direct or indirect beneficial interest; (j) Redeem, purchase or otherwise acquire, directly or indirectly, any equity or debt securities or any option, warrant or other right to purchase or acquire any such shares, or declare or pay any dividend or other distribution (whether in cash, equity or other property) with respect to its equity; (k) Create, incur or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices; or postpone or defer the creation, incurrence, or assumption of any liability or indebtedness that would otherwise be created, incurred or assumed in the ordinary course of business absent the execution of this Agreement; (l) Pay or apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount, directly or indirectly, to or for the benefit of the Seller or any Affiliate thereof; (m) Split, combine or reclassify any of its equity or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares its equity; (n) Acquire or negotiate for the acquisition of (by merger, consolidation, purchase of a substantial portion of assets or otherwise) any business or assets in excess of $50,000 or the start-up of any new business, or otherwise acquire or agree to acquire all or substantially all of the assets of such company; (o) Commit a breach of or amend in any material respect or reject any of the Transferred Agreements, or cancel, modify terminate or waive any material claims held in respect right of the Purchased Assets Company or waive a Subsidiary under any material rights of valueContract identified on Schedule 4.12, permit, license or other right; (iip) do Guarantee the performance of, agree to keepwell or provide a similar undertaking with respect to any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreementsother Person; (q) Enter into any other transaction that is (i) not negotiated at arm's length with an Affiliate of a Company or any officer or director of a Company or a member or stockholder, (ii) outside the ordinary course of business consistent with past practice or (iii) sell, transfer or otherwise dispose of any of the Purchased Assetsprohibited hereunder; (r) With respect to each Company Subsidiary, (i) make any change in its accounting methods or practices for Tax purposes, (ii) make any Tax election, (iii) amend any Tax Return, or (iv) modify settle or compromise any Tax liability, except, in each case, in the ordinary course of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance consistent with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assetspast practice; or (ixs) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, Agree to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.