Common use of Interim Operating Covenants Clause in Contracts

Interim Operating Covenants. From the date hereof until the Closing Date, the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business in the ordinary course of business consistent with past practice in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of this Agreement, as set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required by Law or by the terms of any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoing.

Interim Operating Covenants. (a) From the date hereof Effective Date until Closing, Seller shall continue to perform its obligations and enforce its rights and Tenant’s obligations under the Closing Date, the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business Lease in the ordinary course of Seller’s business consistent and substantially in accordance with Seller’s past practice in all material respects and present practice. (yb) use reasonable best efforts to maintain and preserve intact its current Business organizationFrom the Effective Date until the Closing, operations and franchise and to preserve Seller shall not take any of the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, following actions without the prior written consent of the Purchaser (Purchaser, which consent shall not to be unreasonably withheld, delayed or conditioned prior to the expiration of the Evaluation Period, and, thereafter, in Purchaser’s sole and absolute discretion, and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within ten (10) Business Days: (i) make or delayedpermit to be made any material alterations to or upon the Property; provided, however, Purchaser’s consent shall not be required for repairs or other work if the repairs or other work are of an emergency nature, or are required by law, or are permitted to be made by Tenant or required to be made by Seller under the Lease; provided, however, that in any of such events, Seller shall notify Purchaser of such work as soon as practicable; (ii) enter into any contracts for the provision of services and/or supplies to the Property which are not terminable without premium or penalty by Purchaser upon no more than thirty (30) days’ prior written notice; (iii) enter into any leases, licenses, or other occupancy agreements with respect to the Property or any part thereof, or extend (except pursuant to a provision of the Lease), between terminate or cancel (except in the event of a Tenant default), or otherwise amend the Lease (except pursuant to a provision of the Lease that specifically contemplates or requires such amendment and except for a certain Second Amendment to the Lease in the form annexed hereto and made a part hereof as Exhibit I; the "Second Amendment"); (iv) remove or permit the removal from the Property of any fixtures, mechanical equipment, or any other item included in the Property except when (a) replaced with items of equal or greater quality, or (b) permitted to be removed by Tenant under the Lease (provided, however, that Seller shall not be in default of this Agreement if Tenant removes any such item in violation of the Lease, as long as Seller uses commercially reasonable efforts to enforce the Lease against Tenant, but such violation shall constitute the failure of a condition precedent to Closing); or (v) grant any easements or title encumbrances that will affect the Property or any portion thereof after the Closing Date. (c) Seller agrees that from the date hereof and of this Agreement to the Closing Date, Seller shall: (i) at its expense, continue to perform in all material respects its obligations as landlord under the Company shall not, and shall cause the Sellers and the Restricted Affiliates Lease; (ii) not to, except as required by the terms of this Agreement, as set forth in Section 7.6 mortgage any part of the Disclosure SchedulesProperty; (iii) not make any commitment or incur any liability to any labor union, through negotiations or as required by applicable Law, directly or indirectly, take any of the following actions otherwise with respect to the Business or the Purchased Assets: (a) sellProperty, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action except in connection with emergency repairs or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less);emergency work. (d) amend Seller agrees that from the date of this Agreement until the earlier of (i) the Closing or materially modify or terminate (ii) July 19, 2015, Seller shall maintain in full force and effect an all-risk casualty insurance policy for the Property and all improvements thereon, in substantially the same form as currently maintained. (e) Promptly after receipt, Seller shall provide Purchaser with true and complete copies of any Assigned Contract or Non-Assigned Contract or intentionally waive or release written notices that Seller receives from any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for Authorities with respect to (i) any amendment special assessments or renewal on substantially similar or more favorable terms, proposed increases in the aggregate, to the benefit valuation of the Sellers or Property; (ii) any amendment condemnation or renewal in eminent domain proceedings affecting the ordinary course of business; (e) enter into Property or any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person portion thereof; or (iiiii) charging certain prices pursuant any material violation of any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to a most-favored-nation the Property. In addition, Seller shall deliver or similar clause;cause to be delivered to Purchaser, promptly upon the giving or receipt thereof by Seller, true and complete copies of any written notices of default or potential default or other material issue given or received by Seller under the Lease. (f) Seller will advise Purchaser promptly of any suit, action, arbitration, or legal or other proceeding or governmental investigation which is instituted after the Effective Date and which concerns or affects Seller or the Property, other than in the ordinary course of business consistent with past practice, any such matters (isuch as slip and fall and similar claims) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile;that are covered by Seller’s insurance. (g) except as required by Law or by the terms of any Seller Plan or any ShareFile PlanIf, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date expiration of the Evaluation Period, Purchaser has given written notice to Seller that Purchaser is waiving its right to allow this Agreement to terminate pursuant to Section 5.3(c) hereof, or modify, amend, terminate or grant then promptly thereafter Seller shall commence and diligently follow any Consent or waiver under any Contract process that is required by any material and/or service provider that, to Seller’s Knowledge, has provided an assignable Warranty to Seller that is in Seller’s possession or would have been a Material Contract if control, to obtain such provider’s written consent to the assignment of such Warranty to Purchaser; provided, however, that Seller shall not be required to complete the process until after the Closing, as long as it were in effect is completed within 120 days after the Closing. The obligations of Seller under this Section 7.1(g) shall survive the Closing. To the extent that any work on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any roof is required as a pre-condition to receiving the Warranty provider’s approval of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside transfer of the ordinary course Warranty, then Seller shall cause such work to be promptly completed at either its own expense, the expense of business; the provider of the roof Warranty, and/or the expense of Tenant (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent that the cost of such provision work is Exclusively Related Tenant’s liability under the Lease); provided that to the extent that such cost is Tenant’s liability under the Lease, and the work is not completed or the bills therefor received until after the Closing, then Purchaser shall xxxx Tenant for such cost within ten (10) Business or extends the post-Closing period during which Days after Purchaser would potentially be obligated receives an invoice for such costs from Seller, and Purchaser shall remit payment of such costs to provide Services Seller within ten (as such term is defined in the Hosting and Support Agreement); (w10) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoingDays after it receives payment from Tenant.

Interim Operating Covenants. From (a) Seller covenants to Purchaser that, from the date hereof until Closing, Seller shall: (i) Operate the Closing Date, Property in substantially the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business manner that it is presently being operated in the ordinary course of Seller's business consistent with past practice (which shall not include any major capital improvements or repairs and shall be subject to casualty and the occurrence of force majeure events). (ii) Maintain its existing insurance for the Property and, subject to Articles VIII and IX hereof, keep and maintain the Property in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organizationcondition, operations reasonable wear and franchise and to preserve tear excepted. (iii) Not enter into or record any easement, lien, covenant, or any license, permit agreement or other instrument affecting the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Property or any portion thereof that would materially adversely affect the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent value of the Purchaser (Property without Purchaser's approval, not to be unreasonably withheld, conditioned and Seller shall provide Purchaser with true and complete copies thereof' within two (2) business days after execution. (iv) Not remove any of the Personalty owned by Seller from the Property unless such removal is due to obsolescence or delayedfor the purpose of repair. (v) Seller shall deliver notice to Purchaser within two (2) business days after execution thereof, but in no event later than February 10, 1997, if Seller shall enter into (A) any new lease or any amendment, modification, assignment or sublease to or of any Lease (any of the foregoing of which notice has been given to Purchaser in the manner herein required, a "New Lease") or any termination of any Lease or (B) any material extension, modification or amendment of any Contract or any material new service, maintenance or operating agreement (any of the foregoing of which notice has been given to Purchaser in the manner herein required, a "New Contract"). In the event that Seller enters into a New Contract or New Lease and Purchaser delivers notice to Seller within two (2) business days after receipt of Seller's notice of such New Contract or New Lease that Purchaser (i) objects to the terms of such New Contract or New Lease (and Purchaser shall be entitled to make only reasonable objections) and (ii) desires to terminate this Agreement pursuant to Section 3.04 as a result thereof, between unless Seller shall terminate such New Lease or New Contract within five (5) business days thereafter, Seller shall be obligated to reimburse Purchaser for its reasonable actual third party, out-of-pocket costs and expenses incurred in conducting its due diligence to the date hereof and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of termination of this Agreement, as but in no event to exceed $250,000 in the aggregate. Seller is expressly authorized, without Purchaser's consent, to enforce all Lease obligations, including collection of rents, and is authorized, without Purchaser's consent, to compromise and settle amounts owing to Seller for periods prior to Closing and to accept the surrender or termination of a lease at the scheduled expiration of its term. (b) It shall be a condition precedent to Purchaser's obligations hereunder that Seller not have breached in any material respect any of the covenants set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less3.06(a); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required by Law or by the terms of any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoing.

Interim Operating Covenants. (a) From the date hereof Effective Date until the earlier of: (1) the date this Agreement is terminated in accordance with Article XI and (2) the Closing DateDate (such period, the Company shall“Pre-Closing Period”), and unless the Investor shall cause the Sellers and the Restricted Affiliates to, otherwise give prior consent (x) conduct the Business in the ordinary course of business consistent with past practice in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written which consent of the Purchaser (shall not to be unreasonably withheld, conditioned or delayed) in writing and except (x) as specifically contemplated or permitted by this Agreement or the Ancillary Agreements, (y) as set forth on Section 7.1(a) of the Company and ML Parties’ Disclosure Letter or (z) other than in respect of the restrictions set forth in subclauses (i), between (iii), (iv), (v), (x) or (xiv), to the date hereof extent that any action is taken or omitted to be taken in response to or related to the actual or anticipated effect on any of the ML Companies’ businesses of COVID-19 or any COVID-19 Measures, in each case with respect to this clause (z) in connection with or in response to COVID-19, the Company shall, and ML Parties shall cause the Closing DateML Companies to, conduct and operate their business in all material respects in the Ordinary Course of Business and use its commercially reasonable efforts to preserve their existing relationships with material customers, suppliers and distributors, and the Company shall not, and ML Parties shall cause the Sellers and the Restricted Affiliates ML Companies not to: (i) amend or otherwise modify any of the Governing Documents of the ML Companies in any manner that would be adverse to the Investor or the Sponsor, except as otherwise required by the terms of this AgreementLaw; (ii) make any changes to its accounting policies, as set forth in Section 7.6 of the Disclosure Schedulesmethods or practices, or other than as required by GAAP or applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets:; (aiii) sell, leaseissue, subleaseredeem, pledgeassign, assign or otherwise transfer transfer, pledge (other than in connection with existing credit facilities), convey or otherwise dispose of (x) any material Purchased AssetsEquity Securities of the ML Companies (y) any options, warrants, rights of conversion or other rights or agreements, arrangements or commitments obligating the ML Companies to issue, deliver or sell any Equity Securities of the ML Companies; (biv) create declare, make or incur pay any Lien dividend, other distribution or return of capital (whether in cash or in kind) to any equityholder of any ML Companies, other than (x) to another ML Company, (y) repayments by the Company to any ML Party or its Affiliates in respect of advances made by such Persons to the Company as set forth on Section 7.1(a)(iv) of the Company and ML Parties’ Disclosure Letter; (v) adjust, split, combine or reclassify any of its Equity Securities; (vi) (x) incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness (other than (A) additional Indebtedness under existing credit facilities or lines of credit, (B) capital leases entered into in the Ordinary Course of Business, and (C) other Indebtedness not to exceed $500,000 in the aggregate), (y) make any Permitted Lienadvances or capital contributions to, or investments in, any Person, other than the ML Companies or in the Ordinary Course of Business, or (z) on amend or modify in any Purchased Assetsmaterial respect any Indebtedness; (cvii) commence commit to, authorize or enter into any Action or settle, or offer or propose to settleagreement in respect of, any Action capital expenditure (or series of commitments or capital expenditures), other claim involving than capital expenditures in an amount not to exceed $2,000,000; (viii) enter into any material amendment or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors termination (other than ordinary course collection matters an expiration in accordance with the terms thereof) of, or matters involving waive compliance with, any material term of any Material Contract or enter into any Contract that if entered into prior to the payment with respect Effective Date would be a Material Contract, in each case other than in the Ordinary Course of Business and solely to the extent such matter amendment, termination or waiver would not materially and adversely impact the ML Companies, taken as a whole; (ix) other than inventory and other assets acquired in the Ordinary Course of Business, acquire the business, properties or assets, including Equity Securities of another Person, except, in each case, for acquisitions whose consideration in an aggregate amount (for all such acquisitions) is not greater than $500,000 1,500,000 and the consideration for which is payable only in cash, so long as, based upon the advice of the Company’s accountants, such acquisition, individually or lessin the aggregate, would not require any additional disclosure pursuant to the rules and regulations adopted by PCAOB (whether through merger, consolidation, share exchange, business combination or otherwise); (dx) amend propose, adopt or materially modify effect any plan of complete or terminate partial liquidation, dissolution, recapitalization or reorganization, or voluntarily subject to any Assigned Contract material Lien, any of the material rights or Non-Assigned Contract material assets owned by, or intentionally waive leased or release any rightslicensed to, claims or benefits of such Seller thereunder, except in each case as required by applicable Lawthe ML Companies, except for (ix) Permitted Liens, (y) Liens under existing credit facilities or other Indebtedness permitted pursuant to Section 7.1(a)(iv) and (z) as required or contemplated by this Agreement; (xi) compromise, commence or settle any amendment pending or renewal on substantially similar threatened Proceeding (w) involving payments (exclusive of attorney’s fees) by the ML Companies not covered by insurance in excess of $150,000 in any single instance or more favorable terms, in excess of $500,000 in the aggregate, (x) granting injunctive or other equitable remedy against the ML Companies, (y) which imposes any material restrictions on the operations of businesses of the ML Companies, taken as a whole or (z) by the equityholders of the ML Companies or any other Person which relates to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of businesstransactions contemplated by this Agreement; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (gxii) except as required by Law or by under applicable Law, the terms of any Seller Company Employee Benefit Plan or any ShareFile Plan, existing as of the date hereof (A) grant or announce any increase in any manner the salaries, bonuses, annual long-term incentive awards, equity compensation, bonus, severance or other compensation or benefits payable by any Seller or termination pay of any of its Affiliates to the current or former directors, officers, employees or individual consultants of any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practiceML Company, (B) become a party to, establish, adoptamend, enter intocommence participation in, materially amend or terminate any ShareFile Plan stock option plan or broadother stock-based Seller compensation plan, or any Company Employee Benefit Plan applicable to with or for the Business unless such action will apply uniformly to all other similarly situated benefit of any current or former directors, officers, employees or individual consultants of the Sellers or their Affiliateany ML Company, (C) accelerate the time vesting of payment, vesting or funding lapsing of restrictions with respect to any stock-based compensation or benefits due to or held by other long-term incentive compensation under any Business EmployeeCompany Employee Benefit Plan, (D) adopt, renew, amend or enter into grant any Collective Bargaining Agreement covering new awards under any Business EmployeesCompany Employee Benefit Plan, (E) hire amend or promote modify any Business outstanding award under any Company Employee Benefit Plan, (F) enter into, amend or terminate any collective bargaining agreement or other than ordinary course promotions agreement with a labor union, works council or similar organization respecting employees of the Company, (G) forgive any loans, or issue any loans to fill vacancies that arise in the Business)any directors, officers, contractors or employees, or (FH) hire or engage any new employee or consultant or terminate the employment or suspend any Business Employee (engagement, other than for cause), of any employee or consultant if such new employee or consultant will receive, or does receive, annual base compensation (or annual base wages or fees) in excess of $300,000; (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (jxiii) (iA) sell, lease, assign, transfer, convey, license, sublicense, covenant not to assert, permit to lapse, abandon, cancel, permit allow to lapse or enter the public domainlapse, or otherwise dispose of of, create, grant or issue any Liens (other than Permitted Liens), debentures or other securities in or on, any material Purchased rights or assets owned by, or leased or licensed to, any ML Companies, other than (w) inventory or products in the Ordinary Course of Business, or (x) assets with an aggregate fair market value less than $1,000,000; or (B) subject any Owned Intellectual Property or to Copyleft Terms; (iixiv) disclose to any Person Trade Secrets and any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related of any ML Companies to the Business, except any Person (other than pursuant to binding a written confidentiality agreement with provisions restricting the use and enforceable written obligations disclosure of confidentiality in the ordinary course of business consistent with past practicesuch Trade Secrets and confidential information); (kxv) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) fail to take any action required to maintain any material insurance policies of any ML Companies in force (other than (A) substitution of an insurance policy by an insurance policy with a substantially similar coverage or (B) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application), or knowingly take or omit to take any action that is could reasonably likely to result in any such insurance policy being void or voidable (other than (1) substitution of an insurance policy by an insurance policy with a substantially similar coverage, (2) with respect to any policy that covers any asset or matter that has been disposed or is no longer subsisting or application, (3) actions in the Ordinary Course of Business, or (4) actions set forth on Section 7.1(a)(xv) of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfiedCompany and ML Parties’ Disclosure Letter); (mxvi) except to the extent required by applicable Law, (A) make, change or revoke any material election relating to Taxes (subject to changes in applicable Law), (B) enter into any agreement, settlement or compromise with any Taxing Authority relating to a material amount of Taxes, (C) consent to any extension or waiver of the statutory period of limitations applicable to any material Tax matter, (D) file any amended material Tax Return, (E) fail to timely file (taking into account valid extensions) any material Tax Return required to be filed, (F) fail to pay any material amount of Tax as it becomes due, (G) enter into any Tax Sharing Agreement (other than an Ordinary Course Tax Sharing Agreement), or (H) surrender any right to claim any refund of a material amount of Taxes; (xvii) take or cause to be taken any action action, or omit knowingly fail to take or cause to fail to take any action, which action that or failure to act would reasonably be expected toto prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment; or (xviii) agree or commit to do any of the foregoing. (b) Nothing contained in this Agreement shall be deemed to give the Investor, directly or indirectly, cause the right to control or direct the Company or any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend operations of the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or Company prior to the date hereofClosing. Prior to the Closing, or modifythe Company shall exercise, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practicethe terms and conditions of this Agreement, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting control over their respective businesses and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoingoperations.

Interim Operating Covenants. From (a) Seller covenants to Purchaser that, from the date hereof until Closing, Seller shall: (i) Operate the Closing Date, Property in substantially the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business manner that it is presently being operated in the ordinary course of Seller's business consistent with past practice (which shall not include any major capital improvements or repairs and shall be subject to casualty and the occurrence of force majeure events). (ii) Maintain its existing insurance for the Property and, subject to Articles VIII and IX hereof, keep and maintain the Property in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organizationcondition, operations reasonable wear and franchise and to preserve tear excepted. (iii) Not enter into or record any easement, lien, covenant, or any license, permit agreement or other instrument affecting the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Property or any portion thereof that would materially adversely affect the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent value of the Purchaser (Property without Purchaser's approval, not to be unreasonably withheld, conditioned and Seller shall provide Purchaser with true and complete copies thereof within two (2) business days after execution. (iv) Not remove any of the Personalty owned by Seller from the Property unless such removal is due to obsolescence or delayedfor the purpose of repair. (v) Seller shall deliver notice to Purchaser within two (2) business days after execution thereof, but in no event later than February 10, 1997, if Seller shall enter into (A) any new lease or any amendment, modification, assignment or sublease to or of any Lease (any of the foregoing of which notice has been given to Purchaser in the manner herein required, a "New Lease") or any termination of any Lease or (B) any material extension, modification or amendment of any Contract or any material new service, maintenance or operating agreement (any of the foregoing of which notice has been given to Purchaser in the manner herein required, a "New Contract"). In the event that Seller enters into a New Contract or New Lease and Purchaser delivers notice to Seller within two (2) business days after receipt of Seller's notice of such New Contract or New Lease that Purchaser (i) objects to the terms of such New Contract or New Lease (and Purchaser shall be entitled to make only reasonable objections) and (ii) desires to terminate this Agreement pursuant to Section 3.04 as a result thereof, between unless Seller shall terminate such New Lease or New Contract within five (5) business days thereafter, Seller shall be obligated to reimburse Purchaser for its reasonable actual third party, out-of-pocket costs and expenses incurred in conducting its due diligence to the date hereof and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of termination of this Agreement, as but in no event to exceed $250,000 in the aggregate. Seller is expressly authorized, without Purchaser's consent, to enforce all Lease obligations, including collection of rents, and is authorized, without Purchaser's consent, to compromise and settle amounts owing to Seller for periods prior to Closing and to accept the surrender or termination of a lease at the scheduled expiration of its term. (b) It shall be a condition precedent to Purchaser's obligations hereunder that Seller not have breached in any material respect any of the covenants set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less3.06(a); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required by Law or by the terms of any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or take, whether in writing or otherwise, any of the foregoing.

Interim Operating Covenants. From Seller covenants to Purchaser that from the date hereof Effective Date until Closing, Seller will (a) continue to operate, manage and maintain the Closing Date, the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business Improvements in the ordinary course of Seller’s business consistent and substantially in accordance with past Seller’s practice as of the Effective Date, subject to ordinary wear and tear and further subject to Section 9 of this Agreement; (b) maintain fire and extended coverage insurance and general liability insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Real Property and the Improvements as of the Effective Date; (yc) use reasonable best efforts to maintain comply with the terms and preserve intact its current Business organizationprovisions of the Leases and not enter into any new leases or any amendments, operations expansions or renewals of the Leases and franchise and to preserve the rights, franchises, goodwill and relationships not accept any rent from any Tenant for more than one (1) month in advance of its employees, customers, lenders, suppliers, regulators due date and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, not apply any tenant security deposits without the prior written consent of Purchaser, which consent will be deemed given unless written objection thereto is given within five (5) Business Days after receipt of the relevant written information provided to Purchaser by Seller; and (d) comply with the terms and provisions of the Service Contracts and not enter into, amend or renew any Service Contract, service agreement, maintenance contract, equipment leasing agreement, or other contract for the provision of labor, services, materials or supplies, unless such agreement or contract is terminable on not more than thirty (30) days’ notice without penalty or unless Purchaser consents thereto in writing, which consent will be deemed given unless written objection thereto is given within five (5) Business Days after receipt of the relevant written information. If Purchaser’s consent is requested by Seller pursuant to this Section 7 prior to the expiration of the Inspection Period, Purchaser’s consent may not be unreasonably withheldwithheld or conditioned. If Purchaser’s consent is requested after the expiration of the Inspection Period, conditioned Purchaser’s consent may be withheld in Purchaser’s sole and absolute discretion. With respect to Service Contracts in effect on the Effective Date or delayed), between entered into after the date hereof Effective Date subject to and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by in accordance with the terms and provisions of this Agreement, as set forth in Section 7.6 of the Disclosure SchedulesSeller shall, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased Assets: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required by Law or by the terms of any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) other than in the ordinary course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contract; (j) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property or (ii) disclose to any Person any confidential material Purchased Intellectual Property or other material confidential information Exclusively Related to the Business, except pursuant to binding and enforceable upon Purchaser’s written obligations of confidentiality in the ordinary course of business consistent with past practice; (k) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) or other reorganization of the Sellers or ShareFile; (l) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfied; (m) take any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or request prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any end of the Purchased Assets toInspection Period, cancel and terminate effective as soon as reasonably possible under the applicable Service Contracts, any Service Contracts which Purchaser designates for termination or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract which may not be assumed by Purchaser pursuant to the extent such provision is Exclusively Related terms thereof. Any Service Contracts which Purchaser designates for termination are referred to in this Agreement as “Terminated Contracts”. Purchaser shall assume at Closing all Service Contracts that are not Terminated Contracts. Notwithstanding anything to the Business or extends contrary in this Agreement, Purchaser shall not assume, and Seller shall retain, all obligations and liabilities under the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or takeTerminated Contracts, whether in writing arising or otherwise, any of accruing prior to or after the foregoingClosing.

Interim Operating Covenants. From (a) During the date hereof until the Closing Date, the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business in the ordinary course of business consistent with past practice in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of this Agreement, as set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions Interim Period with respect to the Business or the Purchased Assetseach Project and Project Company, unless otherwise expressly contemplated by this Agreement (including Section 10.10 hereof), Renova shall cause such Project Company to, and such Project Company shall be required to: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal operate in the ordinary course of business, consistent with past practice and in accordance with applicable Law; (eii) enter into any agreement or arrangement that expressly limits or otherwise restricts maintain the Business from (i) engaging or competing assets of such Project Company in any line the ordinary course of business, in any location or consistent with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clausepast practice; (fiii) pay all accounts payable and other than obligations, when they become due and payable, in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to except if the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile;same are contested in good faith; and (giv) except as required by Law or by the terms of perform in all material respects its obligations under any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates Material Contract to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) which it is a party in the ordinary course of business consistent with past practice. (b) [Intentionally omitted.] (c) Except as set forth on Section 10.12(c) of the Renova Disclosure Letter and pursuant to Section 10.10, during the Interim Period with respect to each Project and Project Company, Renova shall cause such Project Company to refrain from taking any of the following actions without EMYC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), provided, however, that no such restriction or limitation may be construed to imply that EMYC is, or is acting as, a shareholder of any Project Company or as a partner or joint-venturer of Renova during the Interim Period, whether under applicable Law or otherwise: (i) incur, amend, substitute, create or assume any Lien on any of its material assets or properties, except for (A) Liens which were approved by the Pre- Effective Date Board Approvals, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broadthe renewal of Liens in similar terms and conditions as those approved by the Pre-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their AffiliateEffective Date Board Approvals, (C) accelerate Liens to be created under the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise terms and conditions set forth in the Business)power purchase and sale policy of Renova approved by the Pre-Effective Date Board Approvals, or and Liens incurred in connection with any Indebtedness (F) terminate or suspend any Business Employee (other than for causesubject to Section 10.10); (hii) implement make any “employment losses” as such term is defined capital expenditure, or commitment for capital expenditures in a single or series of related transactions outside of the ordinary course of business, consistent with past practice that, individually or in the WARN Act that would trigger aggregate, exceeds US$750,000, except if provided in Renova’s or any Project Company’s annual budget or any specific budget to the notice obligations of relevant Project disclosed in writing to EMYC prior to the WARN ActEffective Date; (iiii) acquire any Properties or Intellectual Property from any Person in a single or series of related transactions if the fair market value, book value or cost of such assets exceeds US$750,000 (other than the purchase of inventory or supplies in the ordinary course of business business, consistent with past practice) or the acquisition is of Real Property, except if provided in Renova’s or any Project Company’s annual budget or any specific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (iv) lease any Properties from any Person in a single or series of related transactions, except if approved by the board of directors of Renova before the Effective Date or if provided in Renova’s or any Project Company’s annual budget or any specific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (v) sell, exchange, grant, assign, cede, delegate, dispose of or transfer any Properties or Intellectual Property to any Person in a single or series of related transactions outside of the ordinary course of business, consistent with past practice, enter except if approved by the board of directors of Renova before the Effective Date or if provided in Renova’s or any material Contract, agreement Project Company’s annual budget or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contractspecific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (jvi) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse acquire or enter the public domainsell an entity or subdivision thereof, or otherwise dispose substantially all of the assets of an entity or subdivision hereof, except if such acquisition of assets is provided in Renova’s or any material Purchased Intellectual Property Project Company’s annual budget or any specific budget to the relevant Project, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets or otherwise; (iivii) disclose license to or from any Person any confidential material Purchased Intellectual Property rights; (viii) pay, discharge or other satisfy any material confidential information Exclusively Related Liabilities relating to the BusinessProject that, individually or in the aggregate, exceeds US$750,000, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business course, consistent with past practice; (kix) amend, vary, terminate, cancel, suspend, supplement or enter into, waive or relinquish any material rights under, or allow to expire or fail to fulfill the requirements which may reasonably be expected to result in Losses to be suffered or incurred by Renova or any Project Company or suffer the suspension of any Permit, any lease or any other Material Contract (for purposes of this clause the US$ amount in clause (i) of the definition of Material Contract shall be deemed to be US$750,000) to which such Project Company is a party, except in the ordinary course, consistent with past practice; (x) amend, vary, supplement, terminate, cancel, suspend or enter into, waive or relinquish any material rights under, or allow to expire or fail to fulfill the requirements which may reasonably be expected to result in Losses to be suffered or incurred by Renova or any Project Company, any Material Contract (for purposes of this clause the US$ amount in clause (i) of the definition of Material Contract shall be deemed to be US$ 750,000) (other than with another Project Company) regarding or relating to the use of any Real Property or other assets; (xi) except in connection with the Reorganization, issue, sell, cede, assign or otherwise transfer or dispose of, or pledge or otherwise encumber, any Purchased Securities, any Operating Project Company Shares or other securities of a Project Company, a Renova Holdco or a New Renova Holdco; (xii) revalue any material asset, including writing off any receivable or reversal of any reserve taken other than upon realization of the underlying asset against which the reserve was taken, except as required by the applicable Law or the Applicable Reporting Standards; (xiii) write-down any material asset used or held for use in such Project, except in the ordinary course, consistent with past practice, except as required by the applicable Law or the Applicable Reporting Standards; (xiv) amend, terminate, supplement or enter into any Contract or series of related Contracts (to which such Project Company is a party) with any Related Party that exceeds US$750,000; (xv) enter into any transaction or series of related transactions with an amount of consideration that exceeds US$750,000; (xvi) change accounting methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies) by such Project Company or revaluation by such Project Company of any of its assets, except as required by the applicable Law or the Applicable Reporting Standards; (xvii) amend or repeal any of its Project Organizational Documents, except if the applicable resolution is taken in respect of any Project Company for (a) the amendment of the address of its head offices, or the amendment of its corporate name; (xviii) merge or consolidate with any other Person or adopt a plan or agreement of complete or partial liquidation or liquidation, dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) recapitalization or other reorganization of the Sellers or ShareFilereorganization; (lxix) take declare, set aside for or pay any action dividend on, or omit to take other distribution (whether in cash, stock or property) in respect of any action that is reasonably likely to result in any securities of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfiedsuch Project Company; (mxx) take defer or delay payment of any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, payable other than in the ordinary course of business; course, consistent with past practice (pand in no event more than forty-five (45) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to days past the date hereofwhen the obligation was incurred), or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount todiscount, or sell, transfer make an accommodation or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other concession other than in the ordinary course of business course, consistent with past practice, sell, lease, license in order to accelerate or induce the collection of any receivable or otherwise dispose accelerate or induce the early collection of any Purchased Assetsreceivable other than in the ordinary course, consistent with past practice; (uxxi) other than pursuant to the Contracts set forth on Section 10.12(c)(xxi) of the Renova Disclosure Letter or to the extent expressly required by the Transaction Documents, make any loan payments, distributions or other disbursements of any kind to (or forgive any loan to) any current or former Business EmployeesRelated Party; (vxxii) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting Tax accounting, make or accounting practice for the Businesschange any Tax election, or settle or finally resolve any Tax contest with respect to a Tax, except as required by GAAPthe applicable Law or the Applicable Reporting Standards; (xxxiii) [intentionally omitted]; (xxiv) seek to amend in any material respect any material Permits or Orders that may reasonably be expected to result in any material restrictions or limitations on the operation of the business; (xxv) settle or initiate (which shall not include counter claims) any Action or series of related Actions except for any Action (or series of related Actions) that involves the payment of money damages by Renova or any Project Company of less than US$750,000 in the aggregate and that does not impose material restrictions or limitations on the operation of the business; or (xxvi) enter into any Contract with regard negotiation of, enter into any Contract, agreement or arrangement to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorizedo, or agree or commit give notice of intent to do or take, whether in writing or otherwisedo, any of the foregoingthings described in the preceding clauses (i) through (xxv).

Interim Operating Covenants. From During the date hereof until period beginning on the Effective Date and ending on the earlier of the Closing Date, or the Company shalltermination of this Agreement (such period, the “Interim Period”), except (a) as provided for in this Agreement, (b) as required by applicable Law or GAAP, or (c) to the extent that Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), each of Seller and Seller Parent shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business in the ordinary course Ordinary Course of business consistent Business (which shall include conducting the Business in accordance with past practice in all material respects any Material Contract to which Seller is a party as of the Effective Date, and which has been made available to Buyer) and (y) use commercially reasonable best efforts to maintain and preserve intact its the current Business organization, operations business and franchise of the Business and to preserve the rights, franchises, goodwill and relationships of its the employees, customers, lenders, suppliers, regulators and others having business relationships with Seller and Seller Parent with respect to the Business. Nothing contained in this Section 5.1 shall impose any restriction on, or impose obligations of Seller or Seller Parent with respect to, the Excluded Business (including, for the avoidance of doubt, selling or continuing to operate any segment of the Excluded Business, subject to the other terms and conditions of this Agreement and the Amended STAT Services Agreement and the Transition Services Agreement (if any)) or the Excluded Assets (but only to the extent such Excluded Assets do not relate to the Business or the performance of services under, and solely for the duration of, the Amended STAT Services Agreement or, if later, the duration of the Transition Services Agreement (if any)). In addition, and subject to the foregoing, solely with respect to the Business (solely including the Excluded Assets that relate to the extent Exclusively Related to Business or the Business). Without limiting performance of services under the foregoingAmended STAT Services Agreement) during the Interim Period, without the prior written consent of the Purchaser Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed), between the date hereof Seller and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of this Agreement, as set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions with respect to the Business or the Purchased AssetsSeller Parent shall: (ai) not sell, lease, subleasetransfer, license, pledge, assign dispose of, assign, or otherwise transfer encumber or otherwise dispose of any material Purchased Assets; (b) create or incur subject to any Lien (other than any Permitted Lien) any of the Acquired Assets or any rights thereto, other than inventory in the Ordinary Course of Business and Liens (other than Permitted Liens) with respect to Debt that will be paid off at the Closing pursuant to Section 2.8(a)(iv), provided that Seller Parent shall promptly notify Buyer of any Debt that is incurred after the Effective Date and that is secured by Xxxxx on any Purchased the Acquired Assets; (cii) commence any Action or settle, or offer or propose comply with all Laws applicable to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees Acquired Assets and the Assumed Liabilities; (iii) keep in full force and effect the Insurance Policies (or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment replacement insurance materially comparable in amount and scope to insurance currently carried by Seller and Seller Parent with respect to such matter of $500,000 or lessthe Business); (div) amend preserve and maintain in effect all material Permits necessary to carry on the Business as currently conducted or materially modify or terminate any for the ownership and use of the Acquired Assets and Assigned Contract or Non-Assigned Contract or intentionally waive Locations; (v) not cancel, compromise, waive, or release any rightsmaterial right or claim, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal in the ordinary course of business; (e) enter into any agreement or arrangement that expressly limits or otherwise restricts the Business from (i) engaging or competing in any line of business, in any location or with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clause; (f) other than in the ordinary course Ordinary Course of business consistent with past practice, Business; (ivi) change not grant any license or revoke sublicense of any material Tax election rights under or with respect to the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile; (g) except as required by Law or by the terms of any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) in the ordinary course of business consistent with past practice, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broad-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their Affiliate, (C) accelerate the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise in the Business), or (F) terminate or suspend any Business Employee (other than for cause); (h) implement any “employment losses” as such term is defined in the WARN Act that would trigger the notice obligations of the WARN Act; (i) Intellectual Property other than in the ordinary course Ordinary Course of business consistent with past practice, enter any material Contract, agreement or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development ContractBusiness; (jvii) not make or authorize any change in any of Seller Parent’s charter or bylaws to the extent such amendment or change would prevent, impede or delay the Stockholder Approval, the consummation of the transactions contemplated hereby or otherwise adversely affect the Acquired Assets or the Assumed Liabilities; (iviii) not issue, sell, assign, transfer, license, abandon, cancel, permit to lapse or enter the public domain, or otherwise dispose of any material Purchased Intellectual Property of the equity securities of Seller, or grant any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of Seller’s equity securities; (ix) not make any increase in the base compensation or target bonus of any of the Business Employees, except in the Ordinary Course of Business or as may be required by any Law or Contract; (x) other than with respect to the Lease Extensions, not amend, change, supplement, waive or terminate any Material Contract or any other Contract that is an Assigned Contract, except for renewals in the Ordinary Course of Business; (xi) not to enter into, amend, change, supplement, waive or terminate any Material Contract or any other Contract that is an Assigned Contract (A) that would reasonably be expected to have an adverse effect on the Business or any of the Acquired Assets or the Assumed Liabilities, or (iiB) disclose pursuant to which any Person (other than Buyer and its Affiliates) is first granted, or that otherwise first subjects Buyer or any of its Affiliates to, (1) any covenants or provisions restricting competition or prohibiting any of them from freely engaging in the Business or otherwise restricting the conduct of the Business or use of the Acquired Assets in any market, geographic area or other jurisdiction, (2) any “most favored nation” or “best pricing” terms or any type of exclusivity, special discount, right of first refusal, first notice or first negotiation with respect to any Person of the Acquired Assets, or (3) any confidential material Purchased Intellectual Property license, covenant not to sue, immunity or other similar right with respect to or under any of the Acquired Assets; (xii) enforce any and all non-solicitation agreements or other agreements containing restrictive covenants with respect to each Business Employee; provided that neither Seller Parent nor Seller shall enforce any such provisions against Buyer or any Business Employee with respect to the transactions expressly contemplated by this Agreement; (xiii) not make any material confidential information Exclusively Related change in its methods of accounting or accounting principles or practices used in the Business (including with respect to reserves); (xiv) not commence, negotiate, settle, pay, discharge or satisfy any Action (A) primarily relating to the Business or any of the Acquired Assets or the Assumed Liabilities or (B) which may impact the Business or any of the Acquired Assets or the Assumed Liabilities; (xv) not acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization, in each case if such transaction has an adverse effect on the Business or any of the Acquired Assets or the Assumed Liabilities; (xvi) not terminate or close any facility or operation used in the Business, except pursuant to binding and enforceable written obligations including any of confidentiality in the ordinary course of business consistent with past practiceAssigned Locations; (kxvii) adopt a plan settle or agreement compromise any Action in respect of complete material Taxes; enter into any Contract in respect of material Taxes with any Governmental Authority; or partial liquidation amend any Tax Return, in each case, with respect to the Acquired Assets or dissolution, merger, consolidation, restructuring, recapitalization, disposition (the Business and to the extent such action would reasonably be expected to result in any increase in the Liability for Taxes of assets Buyer or equity) or other reorganization of the Sellers or ShareFileits Affiliates; (lxviii) not take any action or omit to take any action that is reasonably likely to result which has, individually or in any of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfiedaggregate, a Material Adverse Effect; (mxix) take not acquire any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect;real property; and (nxx) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, other than in the ordinary course of business; (p) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to the date hereof, or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of any Purchased Assets; (u) make any loan to (or forgive any loan to) any current or former Business Employees; (v) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting or accounting practice for the Business, except as required by GAAP; (x) enter into any Contract with regard to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorize, or agree or commit to do or takenot agree, whether in writing or otherwise, to do any of the foregoing.

Interim Operating Covenants. From (a) During the date hereof until the Closing Date, the Company shall, and shall cause the Sellers and the Restricted Affiliates to, (x) conduct the Business in the ordinary course of business consistent with past practice in all material respects and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Business (solely to the extent Exclusively Related to the Business). Without limiting the foregoing, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Closing Date, the Company shall not, and shall cause the Sellers and the Restricted Affiliates not to, except as required by the terms of this Agreement, as set forth in Section 7.6 of the Disclosure Schedules, or as required by applicable Law, directly or indirectly, take any of the following actions Interim Period with respect to the Business or the Purchased Assetseach Project and Project Company, unless otherwise expressly contemplated by this Agreement (including Section 10.10 hereof), Renova shall cause such Project Company to, and such Project Company shall be required to: (a) sell, lease, sublease, pledge, assign or otherwise transfer or otherwise dispose of any material Purchased Assets; (b) create or incur any Lien (other than any Permitted Lien) on any Purchased Assets; (c) commence any Action or settle, or offer or propose to settle, any Action or other claim involving or against any Seller or any of their Affiliates as it relates to the Purchased Assets, the Business, the Business Employees or the Top Current Customers or Top Current Vendors (other than ordinary course collection matters or matters involving the payment with respect to such matter of $500,000 or less); (d) amend or materially modify or terminate any Assigned Contract or Non-Assigned Contract or intentionally waive or release any rights, claims or benefits of such Seller thereunder, except in each case as required by applicable Law, except for (i) any amendment or renewal on substantially similar or more favorable terms, in the aggregate, to the benefit of the Sellers or (ii) any amendment or renewal operate in the ordinary course of business, consistent with past practice and in accordance with applicable Law; (eii) enter into any agreement or arrangement that expressly limits or otherwise restricts maintain the Business from (i) engaging or competing assets of such Project Company in any line the ordinary course of business, in any location or consistent with any Person or (ii) charging certain prices pursuant to a most-favored-nation or similar clausepast practice; (fiii) pay all accounts payable and other than obligations, when they become due and payable, in the ordinary course of business consistent with past practice, (i) change or revoke any material Tax election with respect to except if the Purchased Assets, the Business or ShareFile, (ii) file any amended material Tax Return with respect to the Purchased Assets, the Business or ShareFile, or (iii) settle or compromise any material Tax proceeding relating to the Purchased Assets, the Business or ShareFile;same are contested in good faith; and (giv) except as required by Law or by the terms of perform in all material respects its obligations under any Seller Plan or any ShareFile Plan, (A) grant or announce any increase in the salaries, bonuses, annual long-term incentive awards, equity compensation, or other compensation or benefits payable by any Seller or any of its Affiliates Material Contract to any Business Employee, other than any increase in salaries (and commensurate increases in target annual bonus opportunities) which it is a party in the ordinary course of business consistent with past practice. (b) [Intentionally omitted.] (c) Except as set forth on Section 10.12(c) of the Renova Disclosure Letter and pursuant to Section 10.10, during the Interim Period with respect to each Project and Project Company, Renova shall cause such Project Company to refrain from taking any of the following actions without EMYC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), provided, however, that no such restriction or limitation may be construed to imply that EMYC is, or is acting as, a shareholder of any Project Company or as a partner or joint-venturer of Renova during the Interim Period, whether under applicable Law or otherwise: (i) incur, amend, substitute, create or assume any Lien on any of its material assets or properties, except for (A) Liens which were approved by the Pre- Effective Date Board Approvals, (B) establish, adopt, enter into, materially amend or terminate any ShareFile Plan or broadthe renewal of Liens in similar terms and conditions as those approved by the Pre-based Seller Plan applicable to the Business unless such action will apply uniformly to all other similarly situated employees of the Sellers or their AffiliateEffective Date Board Approvals, (C) accelerate Liens to be created under the time of payment, vesting or funding of compensation or benefits due to or held by any Business Employee, (D) adopt, renew, amend or enter into any Collective Bargaining Agreement covering any Business Employees, (E) hire or promote any Business Employee (other than ordinary course promotions or to fill vacancies that arise terms and conditions set forth in the Business)power purchase and sale policy of Renova approved by the Pre-Effective Date Board Approvals, or and Liens incurred in connection with any Indebtedness (F) terminate or suspend any Business Employee (other than for causesubject to Section 10.10); (hii) implement make any “employment losses” as such term is defined capital expenditure, or commitment for capital expenditures in a single or series of related transactions outside of the ordinary course of business, consistent with past practice that, individually or in the WARN Act that would trigger aggregate, exceeds US$750,000, except if provided in Renova’s or any Project Company’s annual budget or any specific budget to the notice obligations of relevant Project disclosed in writing to EMYC prior to the WARN ActEffective Date; (iiii) acquire any Properties or intellectual property from any Person in a single or series of related transactions if the fair market value, book value or cost of such assets exceeds US$750,000 (other than the purchase of inventory or supplies in the ordinary course of business business, consistent with past practice) or the acquisition is of Real Property, except if provided in Renova’s or any Project Company’s annual budget or any specific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (iv) lease any Properties from any Person in a single or series of related transactions, except if approved by the board of directors of Renova before the Effective Date or if provided in Renova’s or any Project Company’s annual budget or any specific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (v) sell, exchange, grant, assign, cede, delegate, dispose of or transfer any Properties or intellectual property to any Person in a single or series of related transactions outside of the ordinary course of business, consistent with past practice, enter except if approved by the board of directors of Renova before the Effective Date or if provided in Renova’s or any material Contract, agreement Project Company’s annual budget or arrangement with any dealer, sales representative, original equipment manufacturer, value added reseller, distribution, marketing or development Contractspecific budget to the relevant Project disclosed in writing to EMYC prior to the Effective Date; (jvi) (i) sell, assign, transfer, license, abandon, cancel, permit to lapse acquire or enter the public domainsell an entity or subdivision thereof, or otherwise dispose substantially all of the assets of an entity or subdivision hereof, except if such acquisition of assets is provided in Renova’s or any material Purchased Intellectual Property Project Company’s annual budget or any specific budget to the relevant Project, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets or otherwise; (iivii) disclose license to or from any Person any confidential material Purchased Intellectual Property intellectual property rights; (viii) pay, discharge or other satisfy any material confidential information Exclusively Related Liabilities relating to the BusinessProject that, individually or in the aggregate, exceeds US$750,000, except pursuant to binding and enforceable written obligations of confidentiality in the ordinary course of business course, consistent with past practice; (kix) amend, vary, terminate, cancel, suspend, supplement or enter into, waive or relinquish any material rights under, or allow to expire or fail to fulfill the requirements which may reasonably be expected to result in Losses to be suffered or incurred by Renova or any Project Company or suffer the suspension of any Permit, any lease or any other Material Contract (for purposes of this clause the US$ amount in clause (i) of the definition of Material Contract shall be deemed to be US$750,000) to which such Project Company is a party, except in the ordinary course, consistent with past practice; (x) amend, vary, supplement, terminate, cancel, suspend or enter into, waive or relinquish any material rights under, or allow to expire or fail to fulfill the requirements which may reasonably be expected to result in Losses to be suffered or incurred by Renova or any Project Company, any Material Contract (for purposes of this clause the US$ amount in clause (i) of the definition of Material Contract shall be deemed to be US$ 750,000) (other than with another Project Company) regarding or relating to the use of any Real Property or other assets; (xi) except in connection with the Reorganization, issue, sell, cede, assign or otherwise transfer or dispose of, or pledge or otherwise encumber, any Swapped Securities, any Operating Project Company Shares or other securities of a Project Company, a Renova Holdco or a New Renova Holdco; (xii) revalue any material asset, including writing off any receivable or reversal of any reserve taken other than upon realization of the underlying asset against which the reserve was taken, except as required by the applicable Law or the Applicable Reporting Standards; (xiii) write-down any material asset used or held for use in such Project, except in the ordinary course, consistent with past practice, except as required by the applicable Law or the Applicable Reporting Standards; (xiv) amend, terminate, supplement or enter into any Contract or series of related Contracts (to which such Project Company is a party) with any Related Party that exceeds US$750,000; (xv) enter into any transaction or series of related transactions with an amount of consideration that exceeds US$750,000; (xvi) change accounting methods or practices (including any change in depreciation or amortization policies or rates or revenue recognition policies) by such Project Company or revaluation by such Project Company of any of its assets, except as required by the applicable Law or the Applicable Reporting Standards; (xvii) amend or repeal any of its Project Organizational Documents, except if the applicable resolution is taken in respect of any Project Company for (a) the amendment of the address of its head offices, or the amendment of its corporate name; (xviii) merge or consolidate with any other Person or adopt a plan or agreement of complete or partial liquidation or liquidation, dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or equity) recapitalization or other reorganization of the Sellers or ShareFilereorganization; (lxix) take declare, set aside for or pay any action dividend on, or omit to take other distribution (whether in cash, stock or property) in respect of any action that is reasonably likely to result in any securities of the conditions to the closing set forth in ‎Section 4.2 hereof not being satisfiedsuch Project Company; (mxx) take defer or delay payment of any action or omit to take any action that would reasonably be expected to, directly or indirectly, cause any Transferred Permit to not be valid and in full force and effect, or otherwise cause any Transferred Permit to be subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Transferred Permit invalid in any respect; (n) amend the Organizational Documents of ShareFile; (o) incur or assume any material Indebtedness or guarantee any material Indebtedness related to the Business or Purchased Assets, payable other than in the ordinary course of business; course, consistent with past practice (pand in no event more than forty-five (45) amend, terminate or waive any material rights with regard to any Purchased Assets; (q) enter into any Contract that is or would have been a Material Contract if such Contract were in effect on or prior to days past the date hereofwhen the obligation was incurred), or modify, amend, terminate or grant any Consent or waiver under any Contract that is or would have been a Material Contract if it were in effect on the date hereof; (r) make any material capital expenditures that would constitute an Assumed Liability; (s) pay, loan or advance any amount todiscount, or sell, transfer make an accommodation or lease any of the Purchased Assets to, or enter into any agreement or arrangement with any Affiliate outside of the ordinary course of business; (t) other concession other than in the ordinary course of business course, consistent with past practice, sell, lease, license in order to accelerate or induce the collection of any receivable or otherwise dispose accelerate or induce the early collection of any Purchased Assetsreceivable other than in the ordinary course, consistent with past practice; (uxxi) other than pursuant to the Contracts set forth on Section 10.12(c)(xxi) of the Renova Disclosure Letter or to the extent expressly required by the Transaction Documents, make any loan payments, distributions or other disbursements of any kind to (or forgive any loan to) any current or former Business EmployeesRelated Party; (vxxii) enter into, amend, modify or waive any material provision of any Bundled Contract to the extent such provision is Exclusively Related to the Business or extends the post-Closing period during which Purchaser would potentially be obligated to provide Services (as such term is defined in the Hosting and Support Agreement); (w) make any material change in any method of accounting Tax accounting, make or accounting practice for the Businesschange any Tax election, or settle or finally resolve any Tax contest with respect to a Tax, except as required by GAAPthe applicable Law or the Applicable Reporting Standards; (xxxiii) [intentionally omitted]; (xxiv) seek to amend in any material respect any material Permits or Orders that may reasonably be expected to result in any material restrictions or limitations on the operation of the business; (xxv) settle or initiate (which shall not include counter claims) any Action or series of related Actions except for any Action (or series of related Actions) that involves the payment of money damages by Renova or any Project Company of less than US$750,000 in the aggregate and that does not impose material restrictions or limitations on the operation of the business; or (xxvi) enter into any Contract with regard negotiation of, enter into any Contract, agreement or arrangement to the Business that would require the consent of the counterparty thereto in connection with the transactions contemplated hereunder; or (y) authorizedo, or agree or commit give notice of intent to do or take, whether in writing or otherwisedo, any of the foregoingthings described in the preceding clauses (i) through (xxv).