Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date of this Agreement that Seller and its Subsidiaries acquire the Business until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement until that Seller and its Subsidiaries acquire the ClosingBusiness, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from following the date acquisition of this Agreement until the ClosingBusiness, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), and prior to the acquisition of the Business, shall use its commercially reasonably efforts to cause Angel and its Affiliates not to take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from a) Between the date of this Agreement until and the Closing they willDate, and will cause their Affiliates to, the Seller Group Companies shall use commercially reasonable efforts (i) to conduct the Business only in the ordinary course of business (which shall include expending normal sales efforts, purchasing sufficient inventory to maintain appropriate levels thereof, collecting trade accounts receivable and paying liabilities in a timely manner consistent with past practice), (ii) to preserve intact the Business present business organization of the Seller Group Companies, (iii) to preserve the good will and current relationships of the Seller Group Companies with customers, providers, independent contractors, employees and other Persons material to the operation of the business of the Seller Group Companies; (iv) to maintain the assets in a state of repair and condition that complies, in all material respects respects, with Legal Requirements and is materially consistent with the requirements and normal conduct of the Business of the Seller Group Companies; (v) to maintain keep in full force and effect, without material amendment, all material rights relating to the Business of the Seller Group Companies; (vi) to comply, in all material respects respects, with all Legal Requirements applicable to the ordinary and customary relationships operations of the Business of the Seller Group Companies; (vii) to continue in full force and effect the Insurance Policies or substantially equivalent policies; (viii) not to permit any event which would reasonably be expected to have a Material Adverse Effect; (ix) not to permit any action or omission which would cause any of the representations or warranties of the Seller Group Companies or the Members contained herein to become inaccurate or any of the covenants of the Seller Group Companies or the Members to be breached in any material respect; (x) except as required to comply with their suppliersERISA or to maintain qualification under Section 401(a) of the Code, customers not to amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and others having business relationships except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with them with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Seller Group Companies shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a view toward preserving for Purchaser after plan-termination basis as of the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Date; (xi) to maintain all Books and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 Records of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue Group Companies relating to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed business; and (xii) to notify Buyer in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take event any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries them receives notice of any action or the Business:proceeding by any Governmental Authority or third party regarding an Environmental Law or other Proceeding.

Operation of the Business. Except Purchaser hereby acknowledges that Seller does not have the right, directly or indirectly, to control or direct the operations of the Company or its Subsidiaries prior to the Merger Effective Time, subject to the Company’s obligation to obtain Seller’s written consent (not to be unreasonably withheld, conditioned or delayed) prior to taking certain actions as otherwise contemplated by this Agreement or as disclosed expressly set forth in Section 6.1 6.01(a) through Section 6.01(s) of the Disclosure LetterMerger Agreement (such actions, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business“Restricted Actions”), from . From the date of this Agreement until the Closing they willearlier of the Merger Effective Time or the termination of this Agreement in accordance with Section 7.1 hereof, and will cause their Affiliates to, Seller shall use commercially reasonable efforts to enforce its rights with respect to the Restricted Actions and, in the event that the Company requests Seller’s consent to the taking of any Restricted Action that is primarily related to the Business, Seller shall provide prompt notice of such request to Purchaser and Seller shall not provide the Company with Seller’s consent to the taking of such Restricted Action (to the extent primarily relating to the Business) unless Seller has received Purchaser’s written consent (not to be unreasonably withheld, conditioned or delayed) to the taking of such Restricted Action or Seller’s failure to provide the Company with such consent would be deemed to be an unreasonable withholding, conditioning or delaying of such consent pursuant to the Merger Agreement. From the Merger Effective Time until the earlier of the Closing Date or the termination of this Agreement in accordance with Section 7.1 hereof, except as expressly contemplated by this Agreement, Seller shall, in each case, to the extent relating to the Business, cause the Company and its Subsidiaries, to conduct the Business in the ordinary course of business and use commercially reasonable efforts, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their its suppliers, lessors, licensees, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, Business and the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided Assets (it being understood that nothing in this Agreement Section 5.1 shall in any way limit Seller’s or its Subsidiaries’ operation of the Retained Business). Without limiting the generality of the foregoing, subject to (a) applicable Law, except as disclosed in expressly contemplated by this Agreement, (b) as set forth on Section 6.1 5.1 of the Disclosure LetterSchedule, from or (c) pursuant to the date of this Agreement until the Closing, without the prior written approval consent of Purchaser (which approval consent shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller from and Seller shall, and shall cause their Subsidiaries in respect after the Merger Effective Time until the earlier of the Business to, continue to operate and conduct Closing or the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from the date termination of this Agreement until the Closingin accordance with Section 7.1 hereof, shall not and Seller shall cause their Affiliates the Company and its Subsidiaries, not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), to take any of the following actions with respect to the Business or the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from Of The Company Prior To Closing Between the date of this Agreement until and the Closing they Closing, Seller and Company will, and will cause their Affiliates to, use commercially reasonable efforts the Company to maintain conduct the business of the Company in a manner that preserves any and preserve intact the Business in all material respects rights and to maintain in all material respects the ordinary and customary relationships interests under each of the Business with their suppliersMaterial Contracts and Vendor Agreements. The Seller shall so far as practical consult the Buyer on any material operational matter relating to any of the Material Contracts or Vendor Agreements and no action or step shall be taken or be omitted to be taken without the Buyer’s prior written agreement (not to be unreasonably withheld) which would adversely affect any rights and interests under any of the Material Contracts or Vendor Agreements or cause the Company to assume any greater obligations or liabilities than exist as at the date hereof. The Buyer undertakes to respond to any request for its agreement within seven (7) business days, customers and others having business relationships with them with a view toward preserving for Purchaser after failing which it shall be deemed to have consented. Without prejudice to the Closing Date the Businessforegoing, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, Seller shall ensure that the Purchased Seller Subsidiaries and Company shall not approve or issue any variation or instruction which might constitute a variation to the goodwill associated therewith. Except as specifications for the Rigs or otherwise provided entitle the Builder to an adjustment in this Agreement or as disclosed in Section 6.1 the contract prices and/or schedule for delivery of the Disclosure Letter, from Rigs under any of the Construction Contracts without the Buyer’s prior written consent (not to be unreasonably withheld). The Seller agrees that it shall fund and/or cause the Company to pay in a timely fashion in accordance with the terms of each of the Construction Contracts any further instalments that fall due to the Builder thereunder in the period between the date of this Agreement until and the ClosingClosing Date or Cancellation Date (as the case may be); provided, without however, that the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue Cash Payment referred to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 2.2(a) hereof shall be adjusted pursuant to Section 2.2(d) hereof. For the avoidance of doubt, any instalments paid to the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from Builder prior to the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval the Parties acknowledge amount in aggregate to USD [TBA]) shall not be unreasonably withheld, conditioned or delayed), take any reimbursed. Subject to satisfaction of the following actions with respect relevant conditions for Closing, the Buyer shall reimburse direct or cause the Company to reimburse to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property RightsSeller upon the Closing Date the reasonable costs of the supervision of construction of the Rigs incurred by the Company or Seller in the period between the date of this Agreement and Closing Date. Furthermore, the Purchased Seller Subsidiaries shall ensure that neither the Company nor any Affiliate shall negotiate or enter into any agreement or understanding with any third party for the sale or disposal of the Shares or the Business:Rigs or its rights and interests under the Construction Contracts or Vendor Agreements, or enter into any agreement or understanding which is contrary to the Buyer’s interests in relation to the transactions contemplated under this Agreement or the Buyer’s interest in the Drillship Option, in the period from the date hereof until the Cancellation Date.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller From and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from after the date of this Agreement until the Closing they willDate, and will cause their Affiliates to, use commercially reasonable efforts except to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise extent contemplated by this Agreement or otherwise consented to in writing by the Buyer, the Seller shall operate its Business in substantially the same manner as disclosed presently conducted and only in Section 6.1 the ordinary and usual course and substantially consistent with past practice and in substantial compliance with (i) all laws and (ii) all leases, contracts, commitments and other agreements, and all licenses, permits, and other instruments, relating to the operation of the Disclosure LetterBusiness, without and will use reasonable efforts to preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Seller shall use its reasonable efforts, consistent with past practices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material deterioration of the Business or the Seller's relationships with material suppliers or customers. Without limiting the generality of the foregoing, each (a) the Seller Parent, each Other Seller will maintain all of the equipment in substantially the same condition and Seller, from repair as such equipment is maintained as of the date of this Agreement until hereof, ordinary wear and tear excepted; (b) the Closing, Seller shall not and shall cause their Affiliates not tosell, without the prior written approval transfer, pledge, lease or otherwise dispose of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Propertyother than in the ordinary course of business; (c) the Seller shall not amend, Transferred Business Intellectual Property Rights, terminate or waive any material right in respect of the Purchased Seller Subsidiaries Assets or the Business:, or do any act, or omit to do any act, which will cause a breach of any material contract, agreement, commitment or obligation by it; (d) the Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) the Seller shall not engage in any activities or transactions outside the ordinary course of business; (f) the Seller shall not declare or pay any dividend or make any other distribution or payment of any kind in cash or property to the Shareholder or other affiliates; and (g) the Seller shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Employee Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Employee Plans.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller From and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from after the date of this Agreement until the Closing they willDate, except otherwise consented to in writing by the Buyer, the Seller shall operate its Business in the same manner as presently conducted and only in the ordinary and usual course and consistent with past practice and in compliance with (i) all laws known to Seller and (ii) all material leases, contracts, commitments and other agreements, and all licenses, permits, and other instruments, relating to the operation of the Business, and will cause their Affiliates to, use all commercially reasonable efforts to maintain and preserve intact its present business organization and to keep available the services of all employees, representatives and agents. The Seller shall use commercially reasonable efforts, consistent with past practices, to promote the Business in all material respects and to maintain in all the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any material respects the ordinary and customary relationships deterioration of the Business with their suppliers, customers and others having business or the Seller's relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewithsuppliers or customers. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without Without limiting the generality of the foregoing, each (a) the Seller Parentwill maintain all of the Assets, each Other Seller tangible or intangible, in substantially the same condition and Seller, from repair as such Assets are maintained as of the date of this Agreement until hereof, ordinary wear and tear excepted; (b) the Closing, Seller shall not and shall cause their Affiliates not tosell, without the prior written approval transfer, pledge, lease or otherwise dispose of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Propertyother than in the ordinary course of business; (c) the Seller shall not amend, Transferred Business Intellectual Property Rights, terminate or waive any material right in respect of the Purchased Seller Subsidiaries Assets or the Business:Business (including, without limitation, any Assumed Liabilities), or do any act, or omit to do any act, which will cause a material breach of any contract, agreement, commitment or obligation by it (including, without limitation, any Assumed Liabilities); (d) the Seller shall maintain its books, accounts and records in accordance with good business practice and generally accepted accounting principles consistently applied; (e) the Seller shall not engage in any activities or transactions outside the ordinary course of business; and (f) the Seller shall not increase any existing employee benefits, establish any new employee plan or amend or modify any existing Employee Plans, or otherwise incur any obligation or liability under any employee plan materially different in nature or amount from obligations or liabilities incurred in connection with the Employee Plans.

Operation of the Business. (a) Commencing with the date hereof, Seller hereby irrevocably appoints Buyer as its exclusive agent to operate the Business on behalf of Seller, including, without limitation, the exclusive right to develop, market, license and support the Programs and to service, on a subcontract basis, the IBM Agreement and all of the Assumed Contracts (as hereinafter defined). Between the date hereof and the Closing (and thereafter if the Closing shall occur), Seller shall not incur any obligations, grant any licenses, contract on behalf of or otherwise take part in any of the operations of the Business without the prior written consent of Buyer. In connection therewith, Buyer agrees to perform, in accordance with the terms thereof, the unperformed and unfulfilled obligations of Seller to perform maintenance and support services from and after the date hereof under the IBM Agreement and the Assumed Contracts, and to assume those contractual liabilities of Seller specifically listed on Schedule 3.2 hereto (the "Assumed Liabilities"). Except as otherwise contemplated by this for the Assumed Liabilities (and from and after the Closing Date, those liabilities specifically listed on the Liabilities Undertaking), Buyer shall not assume or be responsible for any debts, commitments, obligations or liabilities of Seller of any nature whatsoever. Buyer also agrees that (i) it will not amend the IBM Agreement or as disclosed in Section 6.1 any of the Disclosure LetterAssumed Contracts until such time as such contract shall have been assigned to Buyer, or incur any contractual obligation on behalf of Seller Parentwithout Seller's prior written consent if Seller would be required to assume, each Other perform or satisfy such obligation in the event that the Closing does not occur, and (ii) it shall commence a reasonable sales effort with respect to the licensing of the COPERNICUS Programs and shall otherwise conduct the Business in a commercially reasonable manner. Without in any way limiting Buyer's rights under the License Agreement, the foregoing authorization shall terminate in the event that the Closing shall not occur within one hundred eighty (180) days from the date hereof. (a) Subject to the royalty payable under the License Agreement, from and after the date hereof, as its fee for performing Seller's obligations under the IBM Agreement and the Assumed Contracts and assuming the Assumed Liabilities, Buyer shall be entitled to receive and retain any and all amounts paid and payable from and after the date hereof to Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from the date of this IBM Agreement until the Closing they will, and will cause their Affiliates to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their suppliers, customers and others having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure LetterAssumed Contracts, from the date of this Agreement until the Closingincluding, without the prior written approval of Purchaser (which approval shall not be unreasonably withheldlimitation, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries those payments in respect of accounts receivable and work-in-process in existence on or prior to the Business to, continue to operate and conduct date hereof. In the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated event that any such amounts are received by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Sellernot promptly paid over to Buyer, Buyer shall be entitled to deduct all such unpaid amounts from the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:Closing Payment.

Operation of the Business. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller Parent, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller Seller’s or any of their its Subsidiaries’ operation of the Retained Business), from the date of this Agreement until the Closing they it will, and it will cause their Affiliates its Subsidiaries to, use commercially reasonable efforts to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with their its suppliers, customers and others having business relationships with them it with a view toward preserving for Purchaser after the Closing Date the Business, the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Rights and the goodwill associated therewith, provided that Purchaser agrees and acknowledges that Seller shall have the right to terminate all of the agreements and arrangements set forth in Section 4.18 of the Disclosure Letter as of the Closing Date except to the extent otherwise provided in this Agreement or the other Transaction Documents. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and ) Seller shall, and it shall cause their its Subsidiaries in respect of the Business to, continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from the date of this Agreement until the Closing, shall not and shall cause their Affiliates its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries Rights or the Business:

Operation of the Business. Except From the date hereof to the Closing, Seller will conduct the Business in the Ordinary Course of Business, subject to Seller and the Members taking such steps as otherwise they deem reasonably necessary to implement the Contemplated Transactions. Seller shall take no action out of the Ordinary Course of Business without the prior consent of the Buyer. By way of example and not of limitation, the Seller shall not take, or suffer, any of the actions contemplated by Section 3.7 of this Agreement or as disclosed in Section 6.1 Agreement, without the prior written consent of the Disclosure LetterBuyer, Seller Parentwhich consent shall not unreasonably be withheld. Additionally, each Other Seller and Seller covenants that, in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit Seller Parent, any Other Seller or Seller or any of their Subsidiaries’ operation of the Retained Business), from between the date of this Agreement until and the Closing they Closing, Seller and Members shall promptly notify Buyer in writing if any of them becomes aware of : (a) any fact or condition that causes or constitutes a Breach of any of Seller’s representations and warranties made as of the date of this Agreement, or (b) the occurrence after the date of this Agreement of any fact or condition that would or would be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a Breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or discovery of, such fact or condition. Additionally, Seller will, and will cause their Affiliates to, : (i) use commercially reasonable efforts its Best Efforts to maintain and preserve intact its current business organization, keep available the Business in all material respects services of its officers, employees and to agents and maintain in all material respects the ordinary its relations and customary relationships of the Business good will with their suppliers, customers customers, landlords, creditors, employees, agents and others having business relationships with them it; (ii) confer with Buyer prior to implementing operational decisions of a view toward preserving for Purchaser after material nature; (iii) otherwise report periodically to Buyer concerning the Closing Date the Businessstatus of its business, the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased operations and finances; (iv) make no material changes in management personnel without prior consultation with Buyer; and (v) maintain all books and Records of Seller Subsidiaries and the goodwill associated therewith. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), Seller Parent, each Other Seller and Seller shall, and shall cause their Subsidiaries in respect of the Business to, continue relating to operate and conduct the Business Seller’s business in the ordinary course Ordinary Course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, each Seller Parent, each Other Seller and Seller, from the date of this Agreement until the Closing, shall not and shall cause their Affiliates not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, Transferred Business Intellectual Property, Transferred Business Intellectual Property Rights, the Purchased Seller Subsidiaries or the Business:.