Common use of Operation and Preservation of Business Clause in Contracts

Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller or enter into any Contract with any Equityholder except for the Redemption Agreement; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessments, or (E) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) above.

Operation and Preservation of Business. During Except as required by Law or as set forth on Section 5.3 of the Interim PeriodSeller Disclosure Schedule, without the prior written consent of Buyer, no Seller willshall not, and each Equityholder will shall cause each the other Seller to notEntities not to, engage in any practice, take any action or enter into any agreement or transaction outside of that, if taken prior to the Ordinary Course of Businessdate hereof, except for any action expressly required by this Agreement. During the Interim Periodwould be described in Section 3.5, without the prior written consent of the Buyer, no which consent shall not be unreasonably withheld, conditioned or delayed. The Seller willshall, and each Equityholder will shall cause each of the other Seller not Entities to, engage use commercially reasonable efforts to (i) maintain its Files and Records, purchase inventory, perform all required maintenance and repairs necessary to maintain the Acquired Assets in any practice, take or fail good operating condition (subject to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations normal wear and warranties of any Seller Party contained herein to be untrue at any time between the date hereof tear) and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, otherwise operate the Business in the Ordinary Course of Business in all material respects, (ii) maintain and in compliance preserve its existing relationships and goodwill with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees licensors, employees, officers and other others having business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to dealings with the Business, includingand (iii) maintain and preserve the Acquired Assets, without limitationand (iv) (A) comply in all material respects with all Laws and Contracts applicable to the operation of the Business, sale(B) maintain all existing licenses and applicable permits applicable to the operation of the Business, and (C) pay all applicable Taxes as such Taxes become due and payable. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall give the Buyer directly or indirectly the right to control or direct the operations of the Business prior to the Closing, and prior to the Closing, the Seller Entities shall exercise, consistent with the terms and conditions of this Agreement, complete control over the Business. The Seller shall not, and shall cause the other Seller Entities not to, issue, sell, lease, sublease, transfer, pledge, assign or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have create any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability Lien (including any Indebtedness) other than in the Ordinary Course by virtue of Business; (iii) dispose of terminating, assigning, pledging, mortgaging, encumbering, amending or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, modifying in any material respect, or failing to exercise any Seller’s practices in connection with the making of capital expenditures renewal or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution extension option with respect to any equity securities of Leased Real Property), other than Permitted Liens or Liens that will be released at or prior to the Closing, on any Seller Leased Real Property or enter into any Contract with any Equityholder except for sell, lease, sublease or otherwise transfer the Redemption Agreement; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessments, or (E) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) aboveLeased Real Property.

Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, no Seller willwill not, and each Equityholder will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, no Seller willwill not, and each Equityholder will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller willwill not, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth aboveSeller, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location location to another Locationlocation, or make any other material personnel changes; (vi) accelerate any accounts receivableAccounts Receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller or enter into any Contract with any Equityholder except for the Redemption AgreementEquityholder; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, ; (B) adopt or change any Tax accounting methods, ; (C) amend a Tax Return, ; (D) agree to any claims for Tax adjustments or assessments, ; or (E) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) above.

Operation and Preservation of Business. During (a) Except as required by applicable Law or as set forth in Section 5.3(a) of the Interim Disclosure Schedule, during the Pre-Closing Period, without neither of the prior written consent of Buyer, no Seller willSellers shall, and each Equityholder will the Parent shall cause each Seller to notthe Business Subsidiary not to, engage in any practice, take any action or enter into authorize, approve, agree, commit or offer to take any transaction outside action described in Section 3.5, as though such provisions were set forth, mutatis mutandis, in this Section 5.3(a), in each case without the prior written consent of the Ordinary Course of BusinessBuyer, except for any action expressly required by this Agreementwhich consent shall not be unreasonably withheld, conditioned or delayed. During Without limiting the Interim foregoing, during the Pre-Closing Period, without the prior written consent of the Buyer, no Seller willwhich consent shall not be unreasonably withheld, and each Equityholder will cause each Seller not to, engage in any practice, take conditioned or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Perioddelayed, each Seller will conductshall, and each Equityholder will the Parent shall cause each Seller to conduct, the Business Subsidiary to: (i) operate the Business in the Ordinary Course of Business in all material respects; (ii) use commercially reasonable efforts to: (A) preserve intact the Acquired Assets, the assets of the Business Subsidiary and in compliance the current organization of the Business; (B) keep available the services of the Business Employees and the Business Subsidiary Employees; and (C) maintain existing relationships and goodwill with all Lawssuppliers, distributors, customers, landlords, creditors, licensors, licensees, consultants and will keep independent contractors of the Business and such Seller’s other Persons having business relationships with the Business; (iii) not sell, transfer, assign, convey, lease, license or otherwise dispose of any Acquired Assets or any material assets and propertiesof the Business Subsidiary, including any Business Intellectual Property, other than (x) the sale of finished goods in the Ordinary Course of Business and (y) (1) non-exclusive licenses of the type described in Section 3.9(f)(ii)(A) or (B) or (2) the non-exclusive license of Business Intellectual Property in the Ordinary Course of Business to a distributor, sales representative, or international sales promotor pursuant to Parent’s standard form previously provided to the Buyer of distribution agreement, sales representative agreement or international sales promotor agreement (or, in each case, a substantially similar form); provided that the Contract containing such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may a non-exclusive license does not constitute a Significant Business Contract; (iv) not take any action regarding any Excluded Assets, Excluded Seller IP, or that would reduce the scope of the licenses and other tangible or intangible assets of a Seller unrelated rights granted pursuant to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, Intellectual Property Assignment and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed License Agreement; (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtednessv) other than in the Ordinary Course of Business, not enter into any Material Business Contract; (vi) not cause or allow either of the Sellers or the Business Subsidiary to: (A) adopt, or be a party to, any plan of merger, plan or scheme of arrangement, acquisition, consolidation, business combination, reorganization, liquidation or dissolution or similar transaction to the extent that such transaction would reasonably be expected to adversely impact or delay in any material respect any of the Transactions; (iiiB) dispose file a petition in bankruptcy under any provisions of federal or encumber any assets state bankruptcy Law on behalf of either of the Sellers or the Business Subsidiary; or (C) consent to the filing of any Seller related bankruptcy petition against either of the Sellers or the Business Subsidiary under any similar Law; (vii) other than as required by applicable Law and for increases in compensation and benefits of not more than ten percent (10%) per individual above that disclosed to the Buyer as of the date of this Agreement, not increase the level of base compensation, incentive compensation, pension, severance or any other compensation or benefits (including PTO), payable or to be provided to any Business Employee, any Business Subsidiary Employee or any other service provider of the Business, in each case, whose total annual cash compensation (consisting of base salary and target bonus) is at least $150,000 annually; (viii) not: (A) delay or postpone any payment of any accounts payable or other payables or expenses of the Purchased Assets, the Assumed Liabilities and limited as set forth aboveBusiness, other than in the Ordinary Course of Business; or (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (viB) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment collection of accounts payable or other Liabilities, or change, receivable of the Business in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license advance of or other right to IP other than non-exclusive licenses of Products granted beyond the dates when such accounts receivable ordinarily would have been collected in the Ordinary Course of Business; and (viiiix) except as required as a result of a not adopt or implement any change in Law the policies or GAAP after practices of the date hereofBusiness with respect to the extension of discounts or credit to customers, change other than in the Ordinary Course of Business. (b) Prior to the Closing, the Sellers and the Business Subsidiary shall exercise, consistent with the terms and conditions of this Agreement, complete control over the Business. Notwithstanding anything herein to the contrary: (i) nothing contained in this Agreement shall give the Buyer directly or indirectly the right to control or direct the operations of the Business prior to the Closing; and (ii) the Parent may, and may cause the Business Subsidiary to: (A) distribute cash, cash equivalents, bank deposits, similar cash items and securities to the Parent; (B) transfer to the Parent any items described as Excluded Assets on Schedule 2.2(m); (C) cancel or otherwise resolve intercompany accounts payable and receivable between the Business Subsidiary and the Parent or any of the financial accounting principles or practices of any SellerParent’s other Affiliates; (ixD) commence cause Monetary Liens to be removed from the Owned Real Property; and (E) create and record the Easement Declaration, when approved in writing by the Buyer (not to be unreasonably withheld, delayed or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set asideconditioned), or pay whether or not so approved (but without limiting the Parties’ rights and obligations under Section 5.7), immediately prior to the Closing. (c) Prior to the Closing, the Parent shall cause all payables, receivables, Liabilities and other obligations between the Business Subsidiary and either Seller (or any non-cash dividend or make any non-cash distribution of its Affiliates, other than the Business Subsidiary) to be paid in full and eliminated. (d) In connection with respect the continuing operation of the Business between the date of this Agreement and the Closing, the Sellers shall use their respective commercially reasonable efforts to any equity securities of any Seller or enter into any Contract consult in good faith on a regular and frequent basis upon request with any Equityholder except director, officer, employee, manager, agent, consultant, distributor or other representative of the Buyer or any of its Affiliates (the “Buyer Representatives”) for the Redemption Buyer to report material operational developments and the general status of ongoing operations pursuant to procedures reasonably requested by the Buyer or such Buyer Representatives. Notwithstanding the foregoing: (i) either Seller may defer providing access to Assigned Intellectual Property and Licensed Intellectual Property that such Seller in its sole discretion deems particularly sensitive until after the Closing when such delivery, subject to applicable Laws, shall be accomplished in conjunction with the Parties’ Business Products technology transfer under the Intellectual Property Assignment and License Agreement; and (xiiii) take any action that no Seller shall be required to provide access to or disclose information where such access or disclosure would reasonably be expected to have a material and adverse effect on waive the attorney-client privilege of either of the Sellers or the Business Subsidiary or the Purchased Assets; contravene any Law (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree it being understood that with respect to any claims for Tax adjustments such information, the Sellers shall reasonably cooperate with the Buyer to enable the Buyer and/or the Buyer Representatives to enter into appropriate confidentiality, joint defense or assessmentssimilar agreements (or other arrangements), or (E) settle any Tax claimif and as applicable, audit or assessment; or (xiv) agree or commit so that the Buyer and the Buyer Representatives may have access to take any of the actions described in clauses (i) through (xiii) abovesuch information).

Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, no Seller willwill not, and each Equityholder Equityholders will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, no Seller willwill not, and each Equityholder Equityholders will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party and Equityholders contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder Equityholders will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s its assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller willwill not, and each Equityholder Equityholders will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller or enter into any Contract with any Equityholder except for the Redemption Agreementof Equityholders; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessments, or (E) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) above.

Operation and Preservation of Business. During the Interim Period, without Without the prior written consent of BuyerPurchaser, no Seller willSellers will not, and each the Equityholder will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by specified in this Agreement. During the Interim Period, without Without the prior written consent of BuyerPurchaser, no Seller willSellers will not, and each the Equityholder will cause each Seller not toto not, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party Sellers and the Equityholder contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller Sellers will conduct, and each the Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s its assets and properties, including such Seller’s Sellers’ present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller willSellers will not, and each the Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request)Purchaser, take any of the following actions: : (ia) amend, extend or terminate any material Material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Material Contract; ; (iib) incur any Liability (including any Indebtedness) Indebtedness other than in the Ordinary Course of Business; ; (iiic) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, Sellers other than in the Ordinary Course of Business; ; (ivd) increase any compensation or benefits of any employees or independent contractors of any Seller Sellers or establish any new compensation or benefit plan; ; (ve) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; ; (vif) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s Sellers’ practices in connection with the making of capital expenditures or the payment of accounts payable; ; (viig) grant any Person any license of or other right to IP Intellectual Property other than non-exclusive nonexclusive licenses of Products granted in the Ordinary Course of Business; ; (viiih) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; ; (ixi) commence or settle any Legal Proceeding; ; (xj) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; ; (xik) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities Equity Securities of any Seller Sellers or enter into any Contract with any Equityholder except for the Redemption Agreement; Equityholder; (xiil) take any action that would reasonably be expected to have result in a material and adverse effect on the Business or the Purchased Assets; Material Adverse Effect; (xiii)(Am) (i) change or make any Tax election, (Bii) adopt or change any Tax accounting methods, (Ciii) amend a Tax Return, (Div) agree to any claims for Tax adjustments or assessments, or (Ev) settle any Tax claim, audit or assessment; or or (xivn) agree or commit to take any of the actions described in clauses (ia) through (xiiim) above.

Operation and Preservation of Business. During the Interim Period, without Without the prior written consent of BuyerPurchaser (which will not be unreasonably withheld or delayed), no Seller willwill not, and each Equityholder the Members will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by specified in this Agreement. During the Interim Period, without Without the prior written consent of BuyerPurchaser, no Seller willwill not, and each Equityholder the Members will cause each Seller not toto not, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party and the Members contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder the Members will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance in all material respects with all Laws, and will keep the Business and such Seller’s its assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller willwill not, and each Equityholder the Members will cause each Seller not to, without the prior written consent of Buyer, Purchaser (which shall will not be unreasonably withheld, conditioned, withheld or delayed (which the Parties agree is a delay longer than seven (7) days from the date of requestdelayed), take any of the following actions: : (ia) amend, extend or terminate any material Material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Material Contract; ; (iib) incur any Liability (including any Indebtedness) Indebtedness other than in the Ordinary Course of Business; ; (iiic) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; ; (ivd) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; ; (ve) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; ; (vif) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable Accounts Payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; Accounts Payable; (viig) grant any Person any license of or other right to IP Intellectual Property other than non-exclusive licenses of Products granted in the Ordinary Course of Business; ; (viiih) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; ; (ixi) commence or settle any Legal Proceeding; ; (xj) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; ; (xik) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller or enter into any Contract with any Equityholder except for of the Redemption Agreement; Members; (xiil) take any action that would reasonably be expected to have result in a material and adverse effect on the Business or the Purchased Assets; Material Adverse Effect; (xiii)(Am) (i) change or make any Tax election, (Bii) adopt or change any Tax accounting methods, (Ciii) amend a Tax Return, (Div) agree to any claims for Tax adjustments or assessments, or (Ev) settle any Tax claim, audit or assessment; or or (xivn) agree or commit to take any of the actions described in clauses (ia) through (xiiim) above.

Operation and Preservation of Business. During Except as required by Law or as set forth on Section 5.3 of the Interim PeriodSeller Disclosure Schedule, without the prior written consent of Buyer, no Seller willshall not, and each Equityholder will shall cause each the other Seller to notEntities not to, engage in any practice, take any action or enter into any agreement or transaction outside of that, if taken prior to the Ordinary Course of Businessdate hereof, except for any action expressly required by this Agreement. During the Interim Periodwould be described in Section 3.5, without the prior written consent of the Buyer, no which consent shall not be unreasonably withheld, conditioned or delayed. The Seller willshall, and each Equityholder will shall cause each of the other Seller not Entities to, engage use commercially reasonable efforts to (i) maintain its Files and Records, purchase inventory, perform all required maintenance and repairs necessary to maintain the Acquired Assets in any practice, take or fail good operating condition (subject to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations normal wear and warranties of any Seller Party contained herein to be untrue at any time between the date hereof tear) and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, otherwise operate the Business in the Ordinary Course of Business in all material respects, (ii) maintain and in compliance preserve its existing relationships and goodwill with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees licensors, employees, officers and other others having business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to dealings with the Business, includingand (iii) maintain and preserve the Acquired Assets, without limitationand (iv) (A) comply in all material respects with all Laws and Contracts applicable to the operation of the Business, sale(B) maintain all existing licenses and applicable permits applicable to the operation of the Business, and (C) pay all applicable Taxes as such Taxes become due and payable. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall give the Buyer directly or indirectly the right to control or direct the operations of the Business prior to the Closing, and prior to the Closing, the Seller Entities shall exercise, consistent with the terms and conditions of this Agreement, complete control over the Business. The Seller shall not, and shall cause the other Seller Entities not to, issue, sell, lease, sublease, transfer, pledge, assign or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have create any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability Lien (including any Indebtedness) other than in the Ordinary Course by virtue of Business; (iii) dispose of terminating, assigning, pledging, mortgaging, encumbering, amending or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, modifying in any material respect, or failing to exercise any Seller’s practices in connection with the making of capital expenditures renewal or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution extension option with respect to any equity securities of Leased Real Property), other than Permitted Liens or Liens that will be released at or prior to the Closing, on any Seller Leased Real Property or enter into any Contract with any Equityholder except for sell, lease, sublease or otherwise transfer the Redemption Agreement; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessments, or (E) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) aboveLeased Real Property.

Operation and Preservation of Business. During the Interim Period, without Without the prior written consent of BuyerPurchaser, no Seller will, and each Equityholder will cause each Seller to not, not engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of BusinessBusiness prior to the Closing or termination of this Agreement, except for any action expressly required by specified in this Agreement. During the Interim Period, without Without the prior written consent of BuyerPurchaser, no Seller will, and each Equityholder will not cause each Seller not toto not, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, conduct the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s its assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not tonot, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request)Purchaser, take any of the following actions: : (ia) amend, extend or terminate any material Material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Material Contract; ; (iib) incur any Liability (including any Indebtedness) Indebtedness other than in the Ordinary Course of Business; ; (iiic) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; ; (ivd) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; ; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vie) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; ; (viif) grant any Person any license of or other right to IP Intellectual Property other than non-exclusive licenses of Products granted in the Ordinary Course of Business; ; (viiig) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any Seller; ; (ixh) commence or settle any Legal Proceeding; ; (xi) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any Seller; ; (xij) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities Equity Securities of any Seller or enter into any Contract with any Equityholder except for the Redemption Agreement; Seller; (xiik) take any action that would reasonably be expected to have result in a material and adverse effect on the Business or the Purchased AssetsMaterial Adverse Effect; or (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessments, or (E) settle any Tax claim, audit or assessment; or (xivl) agree or commit to take any of the actions described in clauses (ia) through (xiiik) above.

Operation and Preservation of Business. During the Interim Period, without Without the prior written consent of Buyer, no Seller will, and each Equityholder Parties will cause each Seller to not, not engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of BusinessBusiness with respect to the Purchased Assets, except for any action expressly required by specified in this Agreement. During the Interim Period, without Without the prior written consent of Buyer, no Seller will, and each Equityholder Parties will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party Parties and the Members contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, conduct the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s its assets and properties, including such Seller’s Seller Parties’ present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder Parties will cause each Seller not tonot, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: actions (except as applicable to SG Land for intangible and tangible assets not related to the Leased Real Property): (i) amend, extend or terminate any material Material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, Parties other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller Parties or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP Intellectual Property other than non-non- exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change any of the financial accounting principles or practices of any SellerSeller Parties; (ix) commence or settle any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities of any SellerSeller Parties; (xi) declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller Parties or enter into any Contract with any Equityholder except for of the Redemption AgreementMembers; (xii) take any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(Axiii) (a) change or make any Tax election, (Bb) adopt or change any Tax accounting methods, (Cc) amend a Tax Return, (Dd) agree to any claims for Tax adjustments or assessments, or (Ee) settle any Tax claim, audit or assessment; or (xiv) agree or commit to take any of the actions described in clauses (i) through (xiii) above.

Operation and Preservation of Business. During Seller shall cause the Interim Period-------------------------------------- Companies not to, without the prior consent of Buyer, engage in or permit any practice, transaction or act (i) which is outside the Ordinary Course of Business or (ii) which, if it had otherwise been engaged in or permitted, would have rendered untrue, in any material respect, any of the representations and warranties of Seller contained in Section 5.01; provided, however, that the Companies may, through the end of the month preceding the Closing Date, declare, set aside and/or pay any cash dividend with respect to its capital stock. Without limiting the generality of the foregoing, none of the Companies shall, without the prior written consent of Buyer, no redeem, purchase or otherwise acquire any of its capital stock. Except as otherwise expressly permitted by this Agreement, prior to the Closing Date, Seller willwill not, and each Equityholder will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller Companies not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditionedtake any affirmative action, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), fail to take any of the following actions: (i) amendreasonable action within their or its control, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above, other than in the Ordinary Course of Business; (iv) increase any compensation or benefits of any employees or independent contractors of any Seller or establish any new compensation or benefit plan; (v) hire, retain, engage or terminate any employee or independent contractor, move any employee or independent contractor from any Location to another Location, or make any other material personnel changes; (vi) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, or change, in any material respect, any Seller’s practices in connection with the making of capital expenditures or the payment of accounts payable; (vii) grant any Person any license of or other right to IP other than non-exclusive licenses of Products granted in the Ordinary Course of Business; (viii) except as required as a result of a change in Law or GAAP after the date hereof, change which any of the financial accounting principles changes or practices events listed in Section 5.01(t) is likely to occur. Seller shall promptly notify Buyer of the occurrence of any matter or event which, to Seller; 's Knowledge, is material to the business, operations, properties, assets or financial condition of the Companies. Seller shall use its Reasonable Efforts to cause the Companies to keep their respective business and properties substantially intact, keep available the services of the current officers, employees, and agents of the Companies, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Companies. Seller shall (ixand shall cause the Companies to) commence or settle confer with the Buyer prior to the submission by any Legal Proceeding; (x) issue any equity interests or debt securities or repurchase or cancel any equity interests or debt securities Company of any Seller; (xi) declare, set aside, significant bid or pay any non-cash dividend or make any non-cash distribution with respect to any equity securities of any Seller or enter into any Contract with any Equityholder except proposal for the Redemption Agreement; provision of products or services by any Company and shall further allow the Buyer to review and comment upon any such bid or proposal prior to submission. In addition, Seller shall (xiiand shall cause the Companies to) take confer with the Buyer prior to (i) making (or committing to make) any action that would reasonably be expected to have a material and adverse effect on the Business or the Purchased Assets; (xiii)(A) change or make any Tax election, (B) adopt or change any Tax accounting methods, (C) amend a Tax Return, (D) agree to any claims for Tax adjustments or assessmentscapital expenditure, or (Eii) settle entering (or committing to enter) any Tax claimlease or similar arrangement whereby any Company will expend (or be committed to expend), audit in excess of $100,000 (individually or assessment; or (xiv) agree or commit to take any of in the actions described in clauses (i) through (xiii) aboveaggregate).