Common use of Operation of the Business Clause in Contracts

Operation of the Business. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) 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, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof.

Operation of the Business. Except Each of the Stock Company Entities will (i) conduct its respective business diligently, only in the ordinary course and substantially in the same manner as otherwise provided heretofore conducted; and no Stock Company Entity may declare or pay any cash dividends prior to the Closing that would result in this Agreement Sellers' failure to comply with Section 1.4(p) hereof; and that the Company Entities may take such actions outside the ordinary course of business as required by law or as disclosed in Section 6.1 expressly contemplated or required by this Agreement; and (ii) obtain the Buyer's consent to any business decision reasonably likely to have a significant financial or operational effect on the Stock Company Entities and will consult frequently (at least weekly) with the Buyer prior to the Closing regarding the operation and results of the Disclosure LetterStock Company Entities and the progress of the construction of the casinos in Rozvadov and Chvalovice, from Czech Republic pursuant to Section 4.1(c) hereof. Without limiting the foregoing, unless the Buyer otherwise consents in advance in writing: (a) Provide prompt notice to the Buyer of (i) any breach or default (or notice thereof) of any of their respective material Contracts by any Stock Company Entity, or (ii) any other event that has resulted or may result in a Material Adverse Effect by the Company Entities. (b) The Stock Company Entities will not incur or guarantee any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) material to the Stock Company Entities or enter into any Contract that (had such Contract been in existence on the date hereof until the Closinghereof) would have been required to be set forth on SCHEDULE 2.28 or, without except with the prior written approval consent of Purchaser (the Buyer, which approval shall will not be unreasonably withheldwithheld or delayed, amend any of their respective Articles of Incorporation, or other comparable organizational or governing document or Bylaws, as applicable. (c) Seller shall, The Stock Company Entities will (i) have the authority to make the capital expenditures disclosed in the capital budget set forth on SCHEDULE 4.1 pursuant to and it shall cause its Subsidiaries in respect of the Business toaccordance with their existing commitments, (iii) use commercially reasonable efforts to preserve pursue the Business in all material respects and to maintain in all material respects the ordinary and customary relationships diligent construction of the Business with its material suppliers casinos in Rozvadov and customersChvalovice, and (ii) 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, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect Czech Republic pursuant to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory plans set forth in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries EXHIBIT B as in effect on the date hereof and shall provide TWG or hire new Business Employees other than its representatives the right to inspect the properties and interview personnel involved in the ordinary course construction process exclusively in the presence of business;Xxxx X. Xxxxxx, who shall make reasonable accommodation to accompany TWG or its representatives on the dates and times requested, and (iii) not make other capital expenditures except (A) capital expenditures relating to the construction of the casinos in Rozvadov and Chvalovice, Czech Republic only in accordance with the plans set forth in EXHIBIT B, capital expenditures which individually (including any series of related expenditures) do not exceed U.S.$50,000 and in the aggregate do not exceed U.S.$100,000, or (B) as required to meet an emergency (it being understood and agreed that the Stock Company Entities promptly shall notify the Buyer of any such emergency and the emergency expenditures and other actions to be taken by the particular Company Entity in response thereto). (cd) cancelExcept with the prior written consent of the Buyer, compromisethe Stock Company Entities will not pay, release discharge or assign satisfy any Indebtedness owed Lien or liability (whether absolute, accrued, contingent or otherwise and whether due or to the Business or any claims held by the Businessbecome due), other than liabilities shown on the balance sheet as of December 31, 1996 in the Financial Statements and liabilities incurred after the date thereof in the ordinary course of business consistent with past practice; (d) terminate (in normal amounts, and no such payment, discharge or satisfaction shall be effected other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the ordinary payment terms hereofrelating to the liability paid, discharged or satisfied.

Operation of the Business. Except (a) During the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Section ‎6.1 (the “Interim Period”), except (i) as set forth on Schedule ‎5.1, (ii) as otherwise provided set forth in this Agreement or as disclosed in Section 6.1 of (including the Disclosure LetterSchedules), from the date hereof until the Closing, without the prior written approval of Purchaser (iii) consented to in writing by Buyer (which approval shall consent will not be unreasonably withheld, conditioned or delayed), (iv) Seller shall, and it shall cause its Subsidiaries in respect as required by any applicable Law or any Contract to which a Company Entity is a party as of the Business todate hereof or (v) to the extent the Company determines, in its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will (iA) use commercially reasonable best efforts to preserve conduct its business and the Business business of the other Company Entities in all material respects and to maintain in all material respects the ordinary and customary relationships course of the Business business consistent with its material suppliers and customers, past practice and (iiB) continue use its reasonable best efforts, with respect to operate itself and conduct the Business other Company Entities, to manage working capital (including the timing of collection of accounts receivable and payment of accounts payable) in the ordinary course of business consistent with past practice; provided, that the Company Entities may use available cash to pay any Sellers’ Transaction Expenses or Indebtedness prior to the Closing, for distributions or dividends or for any other purpose. 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, Seller shall not and shall cause its Subsidiaries not toduring the Interim Period, without except (i) as otherwise provided for in this Agreement (including the prior written approval of Purchaser Disclosure Schedules), (ii) as consented to by Buyer in writing (which approval shall consent will not be unreasonably withheld, conditioned or delayed), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (Aiii) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees)Company Entities consistent with past practice, (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (Civ) as required by any applicable Law from time or any Contract to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one which a Company Entity is a party as of its Subsidiaries as in effect on the date hereof or hire new Business Employees (v) to the extent the Company determines, in its reasonable discretion and after engaging in good faith discussions with Buyer, may be necessary or advisable in accordance with COVID-19 Measures binding upon or applicable to the Company Entities or otherwise in response to health and safety considerations related to COVID-19, the Company will not, and will not permit any of the other than Company Entities to, intentionally take any action that, if taken after the date of the Latest Balance Sheet, would be required to be disclosed on the Disclosure Schedules pursuant to Section ‎3.6(b) through Section ‎3.6(s); provided, that, for purposes of the foregoing, each reference to “Key Employee” in the ordinary course of business;Section ‎3.6(i) shall be deemed to be replaced by “Service Provider”. (cb) cancel, compromise, release or assign Nothing in this Section ‎5.1 is intended to result in any Indebtedness owed of the Company Entities ceding control to Buyer of any of the Business or any claims held by the Business, other than in the Company Entities’ basic ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any of the foregoing. Not less than five (5) Business Days and commercial decisions prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofClosing Date.

Operation of the Business. (a) Except as otherwise provided (1) required by Law, (2) set forth in Section 6.1(a) of the Seller Disclosure Schedules, (3) expressly required by this Agreement or as disclosed the Related Agreements, (4) required by any Material Contract, or (5) otherwise consented to by Buyer in Section 6.1 of the Disclosure Letteradvance in writing, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall such consent not to be unreasonably withheld) , conditioned or delayed, during the Interim Period, Seller shall, and it shall cause its Subsidiaries in respect of the Business Acquired Entities to, : (i) use commercially reasonable efforts to preserve operate and maintain the Business in all material respects properties and to maintain in all material respects the ordinary and customary relationships assets of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Business Acquired Entities in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement practices in all material respects; (ii) use Commercially Reasonable Efforts to preserve their existing relationships with agents, lessors, suppliers and customers, subject to the effects of the announcement of the Contemplated Transactions and Buyer’s stated plans for the Business; (iii) promptly notify Buyer after Seller learns of any material Claim asserted or as disclosed material Proceeding initiated against Seller with respect to the Acquired Interests or against any of the Acquired Entities; (iv) maintain insurance in effect consistent with that existing on the Execution Date; and (v) incur the capital expenditures identified in Section 6.1 6.1(a)(v) of the Seller Disclosure LetterSchedules generally in accordance with the amounts, without scope and schedules estimated therein. (b) Without limiting the generality of the foregoing, except as (1) required by Law, (2) set forth in Section 6.1(b) of the Seller shall Disclosure Schedules, (3) expressly required by this Agreement or the Related Agreements, (4) required by any Material Contract, or (5) otherwise consented to by Buyer in advance in writing, such consent not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not to be unreasonably withheld), take conditioned or delayed, during the Interim Period, Seller shall cause the Acquired Entities not to: (i) incur any new Indebtedness or enter into any new guarantees with respect to any such Indebtedness except (A) Indebtedness that will be paid in full at or prior to the Closing, (B) Indebtedness between the Acquired Entities, (C) guarantees by any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, Acquired Entities of Indebtedness of any of the Purchased Assetsother Acquired Entities and (D) Indebtedness under the Revolver; (ii) (A) grant or approve any increase in compensation or benefits payable to any employee, other than (i) sales of inventory except for increases in compensation or benefits that are granted or approved in the ordinary course of businessbusiness and consistent with past practices for employees that are at the District Manager level or below, (B) enter into any employment, change of control, severance or retention agreement with any employee or (iiC) establish, adopt, enter into, terminate or amend any Benefit Plan or any plan, agreement, policy, trust, fund or other transfersarrangement that would be a Benefit Plan if it were in existence as of the date of this Agreement, leasesexcept such establishment, licenses and dispositions made adoption, entry or amendment to such Benefit Plans that are required by Law or renewals of Benefit Plans in the ordinary course of business; (biii) grant any increase in the compensation enter into, materially amend or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereofmodify, or (C) as required by applicable Law from time voluntarily terminate, prior to time in effect the expiration thereof, any Material Contract or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromiseotherwise waive, release or assign any Indebtedness owed to the Business material rights, Claims or benefits of any claims held by the BusinessAcquired Entity under any Material Contract, other than except in the ordinary course of business consistent with past practicepractices in all material respects; (div) terminate adopt any new or modified method of accounting (other than by expirationexcept as required in accordance with GAAP, Law or regulatory guidelines) with respect to the properties or amend assets or modify liabilities of the Acquired Entities; (other than by automatic extension v) sell, transfer, convey, assign, dispose of, exchange, encumber or renewal if deemed an amendment lease (A) any of the Real Properties, or modification of any such contract(B) in any material respect the terms of any Assumed Material Contract other than except in the ordinary course of business consistent with past practicepractices in all material respects, personal property or other assets of the Acquired Entities having an aggregate value in excess of $200,000; (evi) sell, transfer, license open or otherwise convey voluntarily close any store or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP Licenseservice station, other than non-exclusive licenses those locations for which Real Property Leases are scheduled to expire during the Interim Period and which (i) contain no options for renewal or extension and (ii) expire notwithstanding Seller’s use of Commercially Reasonable Efforts to obtain such extension as the Buyer may have requested after Seller’s prior consultation with Buyer; (vii) incur any capital expenditures other than (A) capital expenditures set forth in connection with sales or licenses of products the 2016 Budget and 2016 Capital Spending Forecast and (B) capital expenditures in the ordinary course of business consistent with past practicepractices in all material respects; (fviii) commence or settle any material Proceeding; (g) incur any material accounts payable other than the acquisition of goods and inventory in the ordinary course of business consistent with past practice practices in all material respects, acquire or agree to acquire any assets or properties or make any operating lease commitments involving payments in excess of $500,000 in the aggregate during each three-month period following the Execution Date and prior to the Closing; (ix) amend any of the Governing Documents of the Acquired Entities; (x) issue any capital stock, Share Equivalents or other equity interests of any of the Acquired Entities or make any capital calls under or pursuant to obligations under existing Contractsany limited liability company agreements; (xi) redeem, retire, purchase or otherwise acquire any capital stock, Share Equivalents or other equity interests of any of the Acquired Entities, or declare, set aside or pay any dividend or other distribution in respect of such shares or interests; (xii) convert, merge or consolidate any of the Acquired Entities with or into any other entity; (xiii) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization related to any of the Acquired Entities; (xiv) settle any Proceeding in an amount greater than $250,000 individually or $1,000,000 in the aggregate; (xv) enter into any Contract or other transaction with the Seller or any Affiliate of the Seller (other than the Acquired Entities) or any of their respective directors, officers or employees; (xvi) accelerate the collection of accounts receivable or other assets or delay the payment of accounts payable or other Obligations, in each case outside the ordinary course of business consistent with past practices in all material respects; or (hxvii) agree or commit to do any of the foregoing. Not less than five actions prohibited in Section 6.1(b). (5c) Business Days prior (c) Notwithstanding any provision contained in this Agreement, any action prohibited by Section 6.1 which is expressly consented to the Closing, Seller in writing by Buyer shall deliver to Purchaser not constitute a supplement to Section 4.5(a) breach of the Disclosure Letter, which shall identify those Contracts entered into by Seller such covenant or its Subsidiaries after the date any representation or warranty of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofSeller.

Operation of the Business. Except (a) The Company hereby agrees to form Newco as otherwise provided in this Agreement or as disclosed in Section 6.1 a Wholly-Owned Subsidiary of the Disclosure LetterCompany and to contribute the Business to the capital of Newco, from not later than the date hereof until 90th day after the ClosingCompany repays its 12% Senior Subordinated Notes due 2004. In connection with the Contribution, without Newco shall agree, in form and substance satisfactory to the prior written approval holder, to assume all of Purchaser (which approval shall not be unreasonably withheld) Seller shall, the obligations and it shall cause its Subsidiaries liabilities of the Company incurred in respect connection with operation of the Business to(including without limitation Indebtedness incurred in connection with the Acquisition (other than the Note) and Indebtedness incurred in connection with operation of the Business, (i) use commercially reasonable efforts to preserve the Business in all material respects an aggregate amount not in excess of $100,000,000), and to maintain in all material respects assume the ordinary and customary relationships obligations of the Business with its material suppliers and customersCompany hereunder, and (ii) 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 Letterincluding without limitation, without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased AssetsOption (it being understood that the Company shall continue to be obligated hereunder, including without limitation with respect to the Transferred IP RightsOption) by execution and delivery of an assumption agreement in form and substance satisfactory to you, together with an opinion of counsel to the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject Company covering such matters as you reasonably may request and in form and substance reasonably satisfactory to any Lien (you and such other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business;documents relating thereto as you reasonably may request. (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller PlanThe Company agrees that, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on after the date hereof, it will not agree, or (C) as required by applicable Law from time permit Newco to time in effect or agree, to be bound by any employee benefit plancovenant that restricts or impairs the Company's or Newco's ability to perform its obligations with respect to the Option, program and, after Newco is designated as an Unrestricted Subsidiary, the Company will not agree to be bound by any covenant that imposes operating or arrangement sponsored by Seller or one of its Subsidiaries as in effect other restrictions on the date hereof or hire new Business Employees other than in the ordinary course of business;Newco. (c) cancelThe Company will, compromise, release or assign any Indebtedness owed at all times prior to formation of Newco and contribution of the Business to Newco in accordance with Section 7.6(a), cause the Business to be operated as a separate division of the Company, which division shall have, for accounting purposes, (x) no assets or any claims held by the Business, liabilities other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) those used or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses incurred in connection with sales the acquisition or licenses the operation of products in the ordinary course of Business and (y) no business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable operations other than in the ordinary course of business consistent with past practice or pursuant Business (such division being referred to obligations under existing Contracts; or (h) agree or commit to do any of herein as the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof"Division").

Operation of the Business. (a) Except as otherwise provided in this Agreement (A) required by applicable Law, Order or as disclosed in a Governmental Entity, (B) set forth on Section 6.1 4.01 of the Seller Parent Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser (C) consented to by Buyer Parent in writing (which approval consent shall not be unreasonably withheld, delayed or conditioned), (D) Seller shall, and it shall cause its Subsidiaries required in respect connection with the implementation of the Business Internal Reorganization in accordance with Section 5.03 or (E) required by this Agreement, between the Signing Date and the Closing, Seller Parent shall (solely with respect to the Business, Transferred Assets, Assumed Liabilities and Business Employees), and shall cause each Acquired Company to and, solely with respect to the Business, Transferred Assets, Assumed Liabilities and Business Employees, each of its other Subsidiaries to, use best endeavors to (ix) use commercially reasonable efforts to preserve operate the Business in the Ordinary Course of Business in all material respects and to maintain in all material respects (y) (1) preserve intact its business organizations, (2) preserve the ordinary and customary current relationships of the Business and the Acquired Companies with its material customers, suppliers and customersother Persons with which any Acquired Company or the Business has significant business relations, including with the Business Key Customers and the Business Key Suppliers, (3) maintain the Transferred Assets and the other assets and properties used or held for use in the Business in good repair and normal operating condition (ordinary wear and tear excepted), (4) keep available the services of the Business Employees, (5) pay all Indebtedness and Taxes of the Acquired Companies or related to the Business and other obligations when due, (6) maintain and manage Inventory (including samples) in the Ordinary Course of Business, including as to the level and shelf life thereof, and whether at the wholesale, chain, institutional or other level, and (ii7) continue to operate and conduct maintain all Permits of the Business valid and in full force and effect; provided, further, that no action expressly permitted by Section 4.01(b) shall be deemed to be a breach of this Section 4.01(a) unless such action would constitute a breach of Section 4.01(b). (b) Without limiting the ordinary course foregoing, except in respect of business consistent with past practice. Except as otherwise contemplated matters (A) required by this Agreement applicable Law, Order or as disclosed in a Governmental Entity or a Tax Authority, (B) set forth on Section 6.1 4.01 of the Seller Parent Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (C) consented to by Buyer Parent in writing (which approval consent shall not be unreasonably withheld, delayed or conditioned), take any (D) required in connection with the implementation of the following actions Business Internal Reorganization in accordance with Section 5.03 or (E) required by this Agreement, between the Signing Date and the Closing, Seller Parent shall not (solely to the extent related to the Business, Transferred Assets, Assumed Liabilities and Business Employees), and shall cause each Acquired Company and, solely with respect to the Purchased Business, Transferred Assets, the Transferred IP RightsAssumed Liabilities and Business Employees, the Transferred Trademarkseach of its other Subsidiaries, the Transferred IP Licenses or the Businessnot to: (ai) in the case of any Acquired Company, (A) transfer, adjust, split, combine or reclassify any of its capital stock or other equity interests (including the Acquired Equity Interests) or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock or other equity interests or (B) purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests; (ii) except (A) as required pursuant to the terms of any Business Benefit Plan set forth on Section 2.14(a) of the Seller Parent Disclosure Letter or Business Collective Bargaining Agreement set forth on Section 2.15(c)(i) of the Seller Parent Disclosure Letter, in each case, as in effect as of the Put Date or (B) as contemplated in Section 5.02(a) or (C) in the case of clause (4) below, a one-time bonus payment to Business Employees made in connection with the Transactions that will not result in any Liability under this Agreement or otherwise to Buyer Parent or its Subsidiaries (including following the Closing, the Acquired Companies) and that have been disclosed in advance to Buyer Parent (with full details as to the amount and beneficiaries thereof), (1) hire, engage or terminate, or take actions constituting constructive termination of, the employment or services of any Business Employee with annual gross compensation in excess of €100,000 or with a title of Director or above, except for (x) terminations for “cause” (as determined by Seller Parent in good faith and in the Ordinary Course of Business) or (y) hiring any Person to fill an open position with annual compensation less than or substantially consistent with the annual compensation of the Person to previously hold such position, (2) with respect to Business Employees, implement or announce any employee layoffs, furloughs, reductions in force, reductions in compensation, hour or benefits, work schedule changes or similar actions, (3) increase the compensation or benefits of any Business Employee, other than in the Ordinary Course of Business and in any event, not to exceed fifteen percent (15%) individually or five percent (5%) in the aggregate, (4) pay or grant or commit to pay or grant to any Business Employee any severance, change in control, retention or other bonuses or incentive compensation, (5) take any action to accelerate the vesting or payment of any compensation or benefit, or the funding of any payment or benefit, payable or to become payable to any Business Employee, (6) enter into, become party to, amend or terminate any Assumed Benefit Plan (or any plan, program, agreement or arrangement that would be an Assumed Benefit Plan if in effect on the Put Date) or grant, amend or terminate any awards thereunder or (7) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any Business Employee; (iii) settle, waive or compromise any pending or threatened Action in respect of the Business, other than such Actions, settlements or compromises resulting in solely monetary damages, the unpaid amount of which is €250,000 individually or €2,000,000 in the aggregate; (iv) (A) issue, deliver or sell any equity interests in any Acquired Company or any Stock Rights or (B) otherwise admit any new equityholders into any Acquired Company; (v) in the case of any Acquired Company, declare any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or other equity interests; (vi) amend the organizational, governing or similar documents of any Acquired Company; (vii) acquire (including by merger, consolidation, acquisition of stock or assets or any other business combination) any corporation, partnership or other business organization, any assets from any third party or any debt or equity securities of any Person for a purchase price or other monetary commitment (including any earn-out, milestone or other contingent or deferred payments, in each case, calculated as the maximum amount payable under or pursuant to such obligation) that would be material, other than acquisitions of Inventory, equipment, machinery, and tools in the Ordinary Course of Business; (viii) make any capital expenditures or commitments for capital expenditures in an amount in excess of (A) €2,500,000 in a single transaction or series of related transactions or (B) €6,500,000 in the aggregate or fail to make capital expenditures reflected in the July 2023 forecast provided or made available to Buyer Parent prior to the Put Date; (ix) fail to make any material operational expenditures (including, for the avoidance of doubt, advertising and marketing spend) as reflected in any budget provided or made available to Buyer Parent prior to the Put Date; (x) enter into any joint venture or other strategic partnership with any third party; (xi) sell, transfer, assign, convey, lease, license license, mortgage, pledge, grant any option or other right in, encumber or otherwise convey abandon or dispose of, or make subject to a Lien (other than Permitted Liens), any Transferred Assets (including any Real Property) (other than Intellectual Property, which is addressed in clause (xii) below) other than sales, transfers, assignments, conveyances, leases, licenses, mortgages, pledges, options or other right, Lien (other than Permitted Liens) onor abandonments or dispositions of obsolete, any of the Purchased Assets, other than (i) sales of inventory worn-out or excess assets in the ordinary course Ordinary Course of business, or Business (ii) other transfers, leases, licenses and dispositions made in the ordinary course of businessbut excluding any Real Property); (bxii) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonusesdispose of, in either case payable by Seller upon consummation of the transactions contemplated by this Agreementabandon, for Business Employees)grant, (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereofpledge, or (C) as required by applicable Law from time encumber, permit to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed be dedicated to the Business or any claims held by the Businesspublic domain, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) permit to lapse, sell, transfer, license or otherwise convey or dispose ofassign, or incur or suffer the imposition of any place a Lien upon (other than a Permitted Liens) onLien or a Lien that will be released prior to or concurrently with the Closing), or grant any license or sublicense of any rights under or with respect to any Transferred IP Right, Transferred Trademark Intellectual Property or Transferred IP LicenseLicenses, other than non-exclusive licenses in connection with sales the Ordinary Course of Business, (B) disclose any material confidential Trade Secrets or licenses source code of products any Proprietary Software to a third party, other than pursuant to a valid and binding confidentiality agreement or other binding obligation of confidentiality entered into in the ordinary course Ordinary Course of business consistent with past practice; Business, or (fC) commence directly or settle indirectly accept the disposal of any material Proceeding; Transferred IP Licenses, or any underlying Transferred Intellectual Property, in the case of clause (gC) incur any material accounts payable other than in the ordinary course Ordinary Course of business consistent with past practice Business (and not material individually or in the aggregate); (xiii) except (A) as required pursuant to obligations the terms of any Business Benefit Plan or Business Collective Bargaining Agreement as in effect as of the Put Date, (B) as contemplated in Section 5.02(a) or (C) arrangements that will not result in any Liability under existing Contracts; or this Agreement or otherwise to Buyer Parent or its Subsidiaries (h) agree including, following the Closing, the Acquired Companies), enter into, materially amend or commit terminate any Business Benefit Plan or Business Collective Bargaining Agreement (or enter into negotiations to do any of the foregoing. Not less than five ) or recognize or certify any labor union, works council or other similar organization as the bargaining representative for any Business Employee; (5xiv) adopt or enter into any plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of, or otherwise liquidate, dissolve, reorganize or wind up the business and operations of, any Acquired Company; (xv) list any equity interests or other securities of any Acquired Company on any stock exchange or over-the-counter market; (xvi) (A) enter into any Contract that would be a Business Days Material Contract if entered into prior to the ClosingSigning Date other than (1) agreements with customers, Seller shall deliver to Purchaser a supplement to Section 4.5(asuppliers and service providers in the Ordinary Course of Business and that are not of the type contemplated by clause (v) of the definition thereof or (2) any Contract of the type contemplated by clause (xv) of the definition thereof, to the extent permitted under Section 4.01(b)(iii), in each case subject to the below proviso regarding renewals, or (B) terminate, extend, modify or amend, fail to renew, exercise, waive, release or assign any right, claim or benefit, request or grant any waiver under, any Business Material Contract, in the case of each of clause (A) and (B), other than (x) the expiration of such Business Material Contract (or a related Business Material Contract) in accordance with its terms; provided that Seller Parent or its Subsidiaries shall duly and timely exercise any rights to renew (provided that such renewal is on substantially the same terms, except for Permitted Consent Changes) such Business Material Contract (except for any decision not to renew that is in compliance with the terms of such Material Contract and made in the Ordinary Course of Business; provided, further, that notwithstanding anything else to the contrary herein, the Contracts listed on Section 4.01(b)(xvi) of the Seller Parent Disclosure Letter, which shall identify those Contracts not be renewed or terminated (nor any action shall be taken or omitted to be taken that would prevent a renewal or termination thereof) without Buyer Parent’s consent (such consent not to be unreasonably withheld, delayed or conditioned)) and (y) such modifications, amendments and waivers entered into by in the Ordinary Course of Business and that are not material and are otherwise in compliance with the terms of such Business Material Contracts; provided, that if such Contract is a Significant Contract, any such modifications, amendments and waivers (to the extent relating to pricing) will be taken into account in calculating the Price Change Impact, without limiting any other changes that may result from obtaining an Acceptable Consent with respect thereto (unless such Contract is taken into account in Non-Consenting Contracts Impact) and Seller Parent shall not, and shall cause its Affiliates and Representatives not to, pay, offer or its Subsidiaries after agree to pay any fees, costs, expenses or other sums of money in connection with any such modification, amendment or waiver other than bona fide non-recurring fees not to exceed the date Consent Fee Cap; (xvii) (A) incur, assume, or otherwise become liable for any Indebtedness for borrowed money or capital leases, (B) enter into any swap or hedging transaction or other derivative agreements or (C) make any loans or capital contributions to any Person (except for extensions of trade credit and advances to employees in the Ordinary Course of Business); (xviii) (A) settle or compromise any Tax claim, audit, or assessment, (B) make or change any material Tax election, change any annual Tax accounting period, or adopt or change any method of Tax accounting, (C) fail to pay Taxes that were due and payable (including estimated Tax payments), (D) prepare or file any Tax Returns in a manner which is inconsistent with past practices or (E) enter into any material closing agreement, surrender any right to claim a Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to an Acquired Company or a Transferred Asset; (xix) commence any Action or other lawsuit other than (A) (1) in the Ordinary Course of Business that involves amounts in dispute not in excess of €250,000 individually or €2,000,000 in the aggregate and (2) in such cases where it in good faith determines that failure to commence such Action or other lawsuit would result in the material impairment of a valuable aspect of the Business or result in a loss of rights of substantial value (provided that Seller Parent reasonably consults Buyer Parent prior to commencing such Action or other lawsuit) or (B) for a breach of this Agreement not in violation or any other Transaction Document; (xx) permit the lapse of any existing insurance policy or other similar instrument relating to the terms hereof which would Business or the Transferred Assets, unless a substantially similar insurance policy (including self-insurance) is concurrently entered into; (xxi) permit the lapse of any existing Environmental Permit, other material Permit, Consent or other similar instrument relating to the Business or the Transferred Assets; (xxii) change any method of accounting or accounting practice of any Acquired Company; (xxiii) directly or indirectly transfer any assets or Business Employees into or out of any Acquired Company to or from Seller Parent or any of its Affiliates; (xxiv) directly or indirectly have constituted “any Acquired Company assume any Liabilities (other than Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(aLiabilities) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof.Seller Parent or any of its Affiliates;

Operation of the Business. Except as otherwise specifically provided in this Agreement or as disclosed in Section 6.1 of the Disclosure LetterAgreement, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) to Closing Seller shall, and it shall cause its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and will conduct the GBO Included Business in the ordinary course of business and substantially in the same manner as heretofore conducted and in accordance with applicable law and will use reasonable efforts to cause the GBO Included Business to be diligently carried on, in the ordinary course consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed In furtherance thereof, Seller shall use reasonable efforts to (i) preserve the GBO Included Assets, including, without limitation, the ASO Contracts and the Existing GBO Policies and the material permits and licenses necessary to conduct the GBO Included Business in Section 6.1 full force and effect, (ii) keep available the services of the Disclosure Lettersenior staff of the GBO Included Business, without (iii) keep intact the workforce, taken as a whole, of the GBO Included Business so that the conduct of the GBO Included Business as presently conducted is not impeded, (iv) maintain present suppliers and customers of the GBO Included Business, and (v) preserve the goodwill of the GBO Included Business. Without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased AssetsClosing, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business:Seller (unless otherwise consented to in writing by Buyer): (a) transfer, sell, lease, license will give prompt notice to Buyer of (i) any breach or otherwise convey default (or dispose of, or subject to any Lien (other than Permitted Liensnotice thereof) on, of any of the Purchased AssetsGBO Material Contracts or (ii) any other event that could reasonably be expected to have a Material Adverse Effect on the GBO Included Business; (b) will not amend, alter or modify any material provision of any GBO Material Contract except as may be deemed necessary to maintain compliance with applicable laws, rules or regulations; (c) will not increase in any manner the rate of compensation or bonus of any of the GBO Employees, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice and other increases in compensation customary on a periodic basis or pursuant to obligations under existing Contracts; or required by agreement or understanding and (hii) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts bonus and incentive arrangements entered into by Seller or its Subsidiaries after the date of this Agreement not in violation contemplation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as sale of the date GBO Included Business, except as provided in Article X hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof.which Seller assumes sole responsibility and Liability;

Operation of the Business. Except (i) as otherwise provided in this Agreement or as disclosed in set forth on Section 6.1 6.01 of the Disclosure LetterSchedule, (ii) to the extent consented to by Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), or (iii) for actions or omissions contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing, without Seller will cause the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts Company to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Business in the ordinary course in all material respects, including Seller shall cause the Company to seek to maintain the Owned Real Property in its present order and condition in all material respects. Between the date of business consistent with past practice. Except this Agreement and the Closing Date, except (i) as otherwise set forth on Section 6.01 of the Disclosure Schedule, (ii) to the extent consented to by Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), or (iii) for actions or omissions contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoingAgreement, Seller shall not and shall will cause its Subsidiaries the Company not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) amend or otherwise change the Company’s certificate of incorporation or bylaws; (b) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other equity interests of the Company; (c) transfer, sellissue, leasepledge, license or otherwise convey encumber, assign, sell or dispose of, or subject grant options, warrants or other rights to any Lien (other than Permitted Liens) onpurchase or otherwise acquire, any shares of capital stock or securities convertible, exchangeable or exercisable therefor of the Purchased Assets, Company or other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation equity interests of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practiceCompany; (d) terminate (other than by expiration) effect any recapitalization, reclassification, reorganization or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than like change in the ordinary course capitalization of business consistent with past practicethe Company; (e) sellother than as set forth on Section 6.01(e) of the Disclosure Schedule, transferdeclare, license set aside or otherwise convey pay any dividend or dispose of, or incur or suffer the imposition distribution in any property in respect of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses interest of products in the ordinary course of business consistent with past practiceCompany; (f) commence take or settle permit any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do action that would cause any of the foregoing. Not less than five changes, events or conditions described in Section 4.07(d), (5f), (g), (h), (j), (k), (l), or (n) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofoccur.

Operation of the Business. (a) Except (i) as otherwise contemplated by this Agreement including the consent process set forth in Section 4.4, (ii) as required by applicable law, (iii) as provided in this Agreement or Employee Benefit Plans in effect as disclosed of the date hereof, (iv) as set forth in Section 6.1 4.2 of the Disclosure LetterSchedule, or (v) as consented to in writing by the Buyer, during the period from the date hereof of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect earlier of the Business toClosing Date or proper termination of this Agreement, (i) use commercially reasonable efforts to preserve the Seller shall conduct the operations of the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) 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 Lettercourse, and without limiting the generality of the foregoing, the Seller shall not not, and shall cause its Subsidiaries the Canadian Subsidiary not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, Business and without written consent provided by the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business:Buyer (which consent may be withheld in Buyer’s sole discretion): (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in sell, assign or transfer any Sponsor Contract, Manager Contract or Acquired Asset (notwithstanding the ordinary course of businessforegoing, it is understood and agreed that the Seller shall be permitted to replace obsolete or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) worn-out Equipment in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employeesand to make updates to Schedule 1.1(a)(iii) to reflect such replacement), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (cii) cancel, compromise, release or assign any Indebtedness owed knowingly consent to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than a Permitted LiensLien) onupon any of the Sponsor Contracts, Manager Contracts or Acquired Assets; (iii) enter into any Transferred IP Rightcontract similar to a Manager Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or less notice, Transferred Trademark or Transferred IP License, other than non-exclusive licenses (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with sales the consummation of the Closing; (iv) enter into any contract similar to a Sponsor Contract unless such contract (A) allows the Seller to terminate at will upon thirty (30) days’ or licenses less notice, (B) does not require any obligations to be performed by Seller after the date that is six (6) months after any termination notice is delivered thereunder and (C) includes a consent from the counterparty thereto that allows the Seller to assign such contract to the Buyer in connection with the consummation of products the Closing; (v) make any change in its accounting systems, policies, principles, practices or methods, in each case, that would impact the method for calculating the Revenue Run-Rate for the Participating Sponsors; (vi) with respect to the Acquired Assets or the Business, (A) make, revoke or amend any Tax election (outside the ordinary course of business consistent with past practice; business), (fB) commence compromise any claim, investigation, audit or settle controversy related to any material Proceeding; amount of Taxes, (gC) incur consent to or execute any waiver of restrictions on a Tax claim or assessment, (D) enter into or amend any Tax agreement with a Tax authority or (E) file any amended Tax Return or claim for a refund of material accounts payable other than Taxes, in the ordinary course case of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any each of the foregoing. Not less than five foregoing subclauses (5A) Business Days prior through (E), in a manner that would reasonably be expect to increase the Buyer’s Tax liability with respect to the Acquired Assets or the Business following the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof.;

Operation of the Business. Except as otherwise provided in this Agreement or as disclosed in Section 6.1 of From the Disclosure Letter, from the date hereof Effective Date until the Closing, without Seller Parties, except as otherwise agreed to by the prior written approval of Purchaser Parties in writing, will (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of each other Group Company to): (a) conduct the Business toonly in the Ordinary Course of Business, (ib) use commercially reasonable efforts to preserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, licensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the Business services of its current officers, directors, employees and consultants, (d) preserve in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to maintain its operations and businesses, (h) make all capital expenditures in all material respects the ordinary and customary relationships Ordinary Course of the Business with its material suppliers and customersBusiness, and (iii) continue consult with Buyer prior to operate taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and conduct Seller Parties shall refrain from (and cause the Business Group Companies to refrain from) taking any action that would result in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed change in Section 6.1 the capitalization structure of the Disclosure Letter, without Group Companies as set forth on Schedule 3.5(a). Without limiting the generality of the foregoingthis Section 5.2, Seller shall not (and shall Seller Parties will cause its Subsidiaries the Group Companies not to), from the Effective Date until the Closing, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer: (a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any of a Group Company’s respective employees or Affiliates) any of its Assets (whether tangible or intangible), except for sales of inventory in the Ordinary Course of Business; (b) mortgage, pledge or subject to any Encumbrance any portion of its Assets, other than Permitted Encumbrances; (c) make, commit to make or authorize any capital expenditures, except in the Ordinary Course of Business; (d) acquire (including by merger, consolidation, license or sublicense) any interest in any Person or substantial portion of the Assets or business of any Person; (e) incur any Debt, including any refinancing of existing Debt or increasing the outstanding obligations on any letter of credit, or assume, guarantee or endorse the obligations or enter into any agreements to maintain the fiscal condition of any Person; (f) enter into, amend, modify, terminate or assign any Disclosed Contract; (g) issue, sell, pledge, dispose of, encumber or transfer the Interests, any Ownership Interests, securities convertible, exchangeable or exercisable into Ownership Interests, or warrants, or any options or other rights to acquire Ownership Interests, of any Group Company; (h) declare, set aside, or distribute any dividend or other distribution (whether payable in cash, stock, property or a combination thereof), or enter into any agreement with respect to the voting of the Ownership Interests of any Group Company; (i) waive, release, assign, settle or compromise any material rights or claims, or any material litigation or arbitration; (j) (i) hire or terminate any employee, manager, director or independent contractor except in the Ordinary Course of Business, (ii) increase any form of Compensation payable or to become payable to any equity holder of any Group Company or any Affiliate of any such equity holder, any current or former director, manager, or officer, employee, consultant or other service provider of a Group Company, including without limitation, any increase or change pursuant to any Company Plan, (iii) grant or increase any rights to change in control, severance, retention or termination payments or benefits to, or enter into any employment, consulting, change in control, retention or severance agreement with, any director, manager, officer, employee, consultant or other service provider of a Group Company, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Plan (other than any such acceleration, vesting or payments required pursuant to the terms of such Company Plan in connection with the Transaction contemplated herein, all of which have been provided to Buyer prior to the Effective Date, if any) or (v) establish, adopt, enter into, amend, modify or terminate any Company Plan; (k) make loans or advances to, guarantees for the benefit of, or any investments in, any Person; (l) forgive any loans to managers, directors, officers, employees or any of their respective Affiliates; (m) make any material change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or changes in Law; (i) accelerate or delay collection of receivables in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, (ii) delay or accelerate payment of any Liability in advance of its due date or the date such Liability would have been paid in the Ordinary Course of Business, (iii) make any material changes to cash management policies, (iv) delay or postpone the ordinary course repair or maintenance of properties or Assets or (v) vary any inventory purchase practices in any material respect from past practices; (i) make any Tax election, settle or compromise any Action, including any claim, notice, audit report or assessment, in respect of Taxes, (ii) change any annual Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) file any amended Tax Return, (v) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, (vi) surrender any right to claim a Tax refund, or (vii) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (p) take any action for the winding up, liquidation, dissolution or reorganization of any Group Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets or revenues; (q) amend the Organizational Documents of any Group Company; (r) lay off or terminate employees that could result in Liability under the WARN Act; (s) fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage with respect to the Assets, operations, activities and Business of the Group Companies as are currently in effect; (t) take or omit to take any action that which, individually or in the aggregate, could reasonably be expected to (i) result in any representation or warranty of any Seller Party to be untrue in any material respect, result in a material breach of any covenant made by any Seller Party in this Agreement, (ii) if taken or omitted to be taken between January 1, 2020 and the Effective Date would have been required to be disclosed on Schedule 3.8 of this Agreement, or (iii) could reasonably be expected to result in any condition set forth in Article VI not being satisfied; (u) cancel any Debt owed to any Group Company or waive any claims or rights of value; (v) request or accept any advance payments or funding from Medicare or any Governmental Authority pursuant to any CARES Act stimulus fund programs or other COVID-19 Measures, or participate in any other governmental stimulus subsidy or similar programs, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of businessBuyer; (bw) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sellutilize, transfer, license pay or otherwise convey administer (and maintain accounting records associated with) cash paid, distributed or dispose offunded to any Group Company from the CARES Act Relief Fund except in strict compliance with all of the terms and conditions of the CARES Act Relief Fund program and all Legal Requirements applicable thereto, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contractsincluding all applicable Provider Relief Fund payment terms and conditions; or (hx) agree or commit to do any of the foregoing. Not less than five Seller Parties, on the one hand, and the Buyer, on the other hand, acknowledge and agree that: (5a) Business Days nothing contained in this Agreement shall give the Buyer, directly or indirectly, the right to control or direct any Group Company’s operations prior to the ClosingClosing Date, Seller shall deliver (b) prior to Purchaser a supplement to Section 4.5(a) the Closing Date, each of the Disclosure LetterGroup Companies and the Buyer shall exercise, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance consistent with the terms hereofand conditions of this Agreement, complete control and supervision over its respective operations, and (c) none of the restrictions in this Section 5.2 shall restrict the ability of the any Group Company to take any action or fail to take any action at the written request or with the prior written consent of the Buyer.

Operation of the Business. Except as otherwise provided in contemplated by this Agreement or as disclosed in Section 6.1 5.1 of the Disclosure Letter, from the date hereof Seller covenants that until the ClosingClosing it will cause the Company and the Company Subsidiary to use commercially reasonable efforts to maintain and preserve intact the Business in all material respects. Except as disclosed in Section 5.1 of the Disclosure Letter or as required by Law, without or with the prior written approval of Purchaser (which approval shall not be unreasonably withheld) , conditioned or delayed), from the date hereof until the Closing, Seller shall, and it shall cause its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts Company and the Company Subsidiary to preserve continue to operate the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise expressly contemplated by this Agreement or the Transaction Documents, prior to the Closing Seller shall not take actions in connection with its instant messaging businesses which are intended to adversely affect the Business to a material degree in relation to Seller’s other instant messaging businesses. Except as disclosed in Section 6.1 5.1 of the Disclosure LetterLetter or as required by Law, without limiting the generality of the foregoing, until the Closing Seller shall not not, and shall cause its Subsidiaries the Company and the Company Subsidiary 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 IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Businessactions: (a) (i) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any Assets of the Purchased AssetsCompany or the Company Subsidiary, other than (i) sales of inventory or otherwise used primarily in the ordinary course Business having value in excess of business, $25,000 individually or $100,000 in the aggregate or (ii) other transfers, leases, licenses and dispositions made in deactivation of any material products or services (or any material features thereof) of the ordinary course of businessCompany or the Company Subsidiary that had previously been exploited commercially; (b) (i) grant any increase in the compensation of employees of the Company or benefits arrangements of a Business Employee or under any Seller Planthe Company Subsidiary, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonusesbusiness, including in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements connection with such employees as in effect promotions and on the date hereofbasis of merit, or (CB) as required by applicable Law from time to time in effect or by any employee benefit plan, program Company Plan or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or (ii) hire new Business Employees other employees of the Company or the Company Subsidiary with annual compensation greater than $75,000 individually or $150,000 in the ordinary course of businessaggregate; (c) cancel, compromise, release or assign any Indebtedness indebtedness owed to the Business Company or the Company Subsidiary or any claims held by the BusinessCompany or the Company Subsidiary, other than except for inter-company accounts or indebtedness or in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract, Post-Signing Material Contract or Permit of the Company or the Company Subsidiary, except in the ordinary course of business consistent with past practice; (e) amend the Certificate of Formation, the Limited Liability Company Agreement or other comparable charter or organizational documents of the Company or the Company Subsidiary, as applicable; (f) make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $100,000 in the aggregate for the Company and the Company Subsidiary, other than in the ordinary course of business consistent with past practice; (eg) sellmake any material changes in accounting methods, transferprinciples or practices of the Company or the Company Subsidiary, license or otherwise convey or dispose of, or incur or suffer the imposition of except insofar as may be required by any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses changes in connection with sales or licenses of products in the ordinary course of business consistent with past practiceGAAP; (fh) commence with respect to the Company and the Company Subsidiary, make or settle change any material Proceedingelection in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a material Tax Return or claim for refund, settle or consent to any material claim or assessment in respect of Taxes, enter into any closing agreement in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes; (gi) incur issue or sell any material accounts payable limited liability company interests, capital stock or other securities of the Company or the Company Subsidiary; (j) with respect to the Company and the Company Subsidiary, pay any dividend or other distribution on equity; (k) settle any Proceeding before any Governmental Authority to which the Company or the Company Subsidiary is a party or which relates primarily to the Business; (l) other than in the ordinary course of business consistent with past practice practice, enter into a Contract that would have been a Material Contract of the Company or pursuant the Company Subsidiary under clauses (ii), (viii), (ix), (x) (xii) and (xiii) of Section 3.6(a); (m) with respect to obligations under existing Contractsthe Company and the Company Subsidiary, make any acquisition of or investment in (by merger, exchange, consolidation, purchase or otherwise) any corporation or partnership or equity interest in any Person; (n) other than in the ordinary course of business consistent with past practice, abandon or permit the lapse of material Intellectual Property Rights owned by the Company or the Company Subsidiary or grant any license, release or covenant not to xxx with respect to any Company Intellectual Property Rights; (o) any material change in the Company’s or the Company Subsidiary’s respective practices with respect to the timing of the payment of accounts payable or in the collection of notes or accounts receivable in advance of or beyond the dates when the same would have been collected; or (hp) agree or commit to do enter into any Contract providing for any of the foregoing. Not less than five Purchaser acknowledges and agrees that: (5i) Business Days nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the Company and the Company Subsidiary’s operations prior to the Closing, (ii) prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letterexercise, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance consistent with the terms hereofand conditions of this Agreement, complete control and supervision over the Company and the Company Subsidiary’s operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Purchaser shall be required with respect to any matter set forth in Section 5.1 or elsewhere in this Agreement to the extent the requirement of such consent would, upon advice of counsel, violate applicable anti-trust law.

Operation of the Business. Except as otherwise provided in this Agreement expressly permitted or as disclosed in Section 6.1 of the Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Business in the ordinary course of business consistent with past practice. Except as otherwise contemplated required by this Agreement or as disclosed otherwise consented to in Section 6.1 of the Disclosure Letterwriting by SCT, without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall consent will not be unreasonably withheld)withheld or delayed, take any between the date of this Agreement and the Closing Date, Company agrees that Company will: 6.3.1 conduct Company's business only in the ordinary course; 6.3.2 use its reasonable commercial efforts to preserve intact the current business organization of Company, keep available the services of the following actions current officers and employees of Company, and maintain the relations and good will with respect suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Company; 6.3.3 use its reasonable commercial efforts to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business:obtain in writing as promptly as possible all Required Consents; (a) transfercomply in all material respects with all applicable Laws, sell(b) pay the debts of Company when due and use usual and customary collection practices with respect to its receivables, lease(c) maintain its corporate existence in good standing in the jurisdictions of its incorporation and its due qualification in good standing in all jurisdictions in which it is so qualified and (d) maintain all of its books and records in the usual, license regular and ordinary manner on a basis consistent with past practices; 6.3.5 not (a) make any change in its Charter Documents or otherwise convey its authorized, issued or dispose ofoutstanding capital stock, (b) grant any options or subject other rights to any Lien (other than Permitted Liens) onacquire, whether directly or contingently, any of the Purchased its capital stock, (c) declare, set aside or pay any dividend or make any other distribution in respect of its capital stock or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its shares of capital stock; or (d) sell, rent, lease or otherwise dispose of a portion of its tangible Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made except in the ordinary course of business; 6.3.6 except in the ordinary course of business, not (a) incur any indebtedness for money borrowed, (b) grant make any capital expenditures or commitments for capital expenditures in excess of Twenty Thousand Dollars ($20,000) in the aggregate, (c) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, (d) create or suffer to exist any new Liens (other than Permitted Liens), (e) enter into or amend any employment contract, increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or benefits arrangements rate of a Business Employee compensation payable or under to become payable to hourly employees or salaried employees, (f) accrue or pay to any Seller Planof its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except for increases as disclosed in the compensation Schedules hereto, (g) make any distribution or benefits payment to any Affiliate of such employees: Company, or (Ah) waive or release any material claim or right of cancellation of any material debt held by Company; 6.3.7 at its own expense, maintain (a) all of the properties used in the Company's business in good operating condition and repair, ordinary course of business wear and tear excepted and (excluding severance or bonusesb) all insurance covering Company's business, employees and Assets in either case payable by Seller upon consummation of full force and effect until 12:01 A.M. on the transactions contemplated by this Agreementfirst day following the Closing Date with responsible companies, for Business Employees)comparable in amount, (B) as a result of collective bargaining or other agreements with such employees as scope and coverage to that in effect on the date hereof; 6.3.8 confer with SCT concerning operational matters of a material nature; 6.3.9 not (a) make or change any material Tax election; (b) settle or compromise any material federal, local or foreign income Tax Liability; (c) enter into any Tax sharing, allocation, compensation or like arrangement; (d) request any Tax ruling; or (Ce) as required change any accounting method or period; 6.3.10 use its commercially reasonable efforts to obtain the requisite approval of this Agreement (other than the schedules and exhibits hereto) and the Merger by applicable Law from time to time in effect or by any employee benefit planthe Stockholders; 6.3.11 not enter, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromiseinto any Contract which, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any had such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any of the foregoing. Not less than five (5) Business Days been entered into prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement would have had to be disclosed pursuant to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed 4.17 hereof; 6.3.12 not take any action that will have or is reasonably likely to have a Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofAdverse Effect.

Operation of the Business. (a) Except (i) as otherwise provided in expressly contemplated by this Agreement or as disclosed in Section 6.1 any of the Disclosure LetterRelated Agreements, from or (ii) during the date hereof until the ClosingInterim Period, without the prior written approval of Purchaser Sunoco shall (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Contributing Subsidiaries in respect of the Business to, ): (i) use commercially their reasonable efforts to preserve conduct and operate the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Refinery Business in the ordinary course of business consistent with past custom and practice. Except as otherwise contemplated by this Agreement or as disclosed , including the incurrence of capital expenditures and completion of maintenance in Section 6.1 the ordinary course; (ii) use their reasonable efforts to operate the Refinery Business and maintain the Refinery Assets in accordance with all applicable Laws currently in effect in all material respects; and (iii) use their reasonable efforts to (A) preserve, protect and keep intact beneficial relationships including those with agents, lessors, suppliers and customers and (B) preserve, protect and keep intact the present business operations, organization and goodwill of the Disclosure LetterRefinery Business. Notwithstanding anything to the contrary in this Section 8.1 or in any other provision of this Agreement, without limiting if on or following September 1, 2012, Sunoco determines in good faith that its failure to cease ordering Upstream Inventory or other goods or services for the generality Refinery and/or take other actions to prepare for a possible closure of the foregoingRefinery would be reasonably likely to have material adverse economic effect on it or the Contributing Subsidiaries, Seller shall not and shall Sunoco may or may cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following Contributing Subsidiaries to cease such orders or take such other actions from and after two (2) Business Days after Sunoco has provided notice to TCG of its intent to rely on this sentence, it being ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any omitted portions. understood and agreed that Sunoco and each of the Purchased Assets, other than (i) sales of inventory in Contributing Subsidiaries shall continue to use their reasonable efforts to conduct and operate the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Refinery Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past custom and practice;, subject to the foregoing provisions of this sentence. (db) terminate Without limiting the generality of the foregoing, during the Interim Period, except (other than i) as otherwise expressly contemplated by expirationthis Agreement or set forth on Schedule 8.1(b) or amend (ii) as otherwise consented to by TCG in writing (which consent shall not be unreasonably withheld), or modify (other than iii) as is otherwise required by automatic extension Law or renewal if deemed an amendment or modification of as is taken as any such contractEmergency Response Situation, during the Interim Period, Sunoco shall not (and shall cause each its Contributing Subsidiaries not to), with respect to the Refinery Business: (i) in any material respect the terms of any Assumed Material Contract other than (A) except in the ordinary course of business consistent with past practice; (e) sellbusiness, transferincur or assume any letters of credit, license performance bonds, cash collateral or otherwise convey escrow requirements or dispose ofsimilar credit support that would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing, or incur or suffer (B) except in the imposition ordinary course of business, grant any Lien (other than Permitted Liens) on, on any Transferred IP Right, Transferred Trademark asset relating to or Transferred IP License, other than non-exclusive licenses used (or held for use) in connection with sales the Refinery Business; (ii) except in the ordinary course of business, destroy or licenses of products remove any Refinery Books and Records; (iii) except in the ordinary course of business consistent with past practiceenter into any Contract that would have been a Material Contract if it would have been in effect on the date hereof and would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing other than any replacement of any Material Contract on then current market terms; (fiv) commence except in the ordinary course of business, amend, modify, renew or settle terminate any Material Contract, or otherwise waive, release or assign any material Proceedingrights, Claims or benefits of Sunoco or any of the Contributing Subsidiaries under any Material Contract outside the ordinary course of business, other than any extension of any Material Contract on then current market terms, that would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing; (gv) incur enter into any other collective bargaining agreements, memorandums of understanding or any other labor agreements relating to the Refinery Employees; (vi) except in the ordinary course of business, authorize, make or commit to make any material accounts capital expenditures related to the Refinery Business, the cost of which would be payable other than by any of NewCo or the Refinery Business following the Closing; (vii) except in the ordinary course of business consistent (including with past practice respect to the sale of inventory), sell, assign, license, transfer, convey, lease, rent or pursuant otherwise dispose of or encumber any of the Refinery Assets or any material properties or assets of the Refinery Business; (viii) except in the ordinary course of business, increase in any manner the base compensation or other fringe, incentive, equity incentive, pension, retirement allowance, ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to obligations under existing Contractsthe omitted portions. welfare or other employee benefits payable or to become payable to, or enter into any new employee benefits agreement or arrangement with, any Refinery Employee; (ix) except in the ordinary course of business, take any action to cause or which could reasonably be expected to cause, any Refinery Employee who would otherwise be an Acquired Employee not to be a Refinery Employee (other than termination for cause); (x) enter into any new Consent Decree with the United States Environmental Protection Agency or the United States Department of Justice that pertains to the Refinery and that will affect or limit operations of the Refinery so as to cause a Material Adverse Effect; or (hxi) agree agree, resolve or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to actions prohibited in this Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof8.1(b).

Operation of the Business. Except as otherwise provided in Between the date of this Agreement or as disclosed and the Closing Date, unless Purchaser shall otherwise agree in Section 6.1 writing, the Company shall cause the LC Business to be conducted only in the Ordinary Course of the Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shallBusiness, and it shall cause use its Subsidiaries in respect of the Business to, (i) use commercially reasonable efforts to preserve substantially intact the organization of the LC Business, substantially keep available the services of the Designated Employees and consultants of the LC Business in all material respects and to maintain in all material respects substantially preserve the ordinary and customary current relationships of the LC Business with its material customers, suppliers and customersother Persons with which the LC Business has material business relations. For the avoidance of doubt, and (ii) 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 LetterCompany shall, without limiting the generality of the foregoing, Seller shall not and shall cause its applicable Subsidiaries not to, without the pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any to and as of the following actions with respect to Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the Purchased maintenance, prosecution, registration and filing of each item of LC Business Intellectual Property Assets. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the BusinessCompany shall: (a) transferif requested in writing by Purchaser, sell, lease, license or otherwise convey or dispose of, or subject report to any Lien (other than Permitted Liens) on, any Purchaser regarding the LC Business and the status of the Purchased AssetsLC Business and the Company’s and each Biofuels Subsidiary’s operations and finances; provided, other than (i) sales of inventory that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the ordinary course of business, Company to report such information or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of businessa format required pursuant to this Agreement; (b) grant any increase maintain the LC Business Assets in a state of repair and condition that is consistent with the compensation or benefits arrangements Ordinary Course of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of businessBusiness; (c) cancel, compromise, release pay or assign any Indebtedness owed to the Business or any claims held by the Business, other than otherwise satisfy in the ordinary course Ordinary Course of business consistent with past practiceBusiness all of its material Liabilities; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an keep in full force and effect, without amendment or modification of any such contract) in any other modification, all material respect rights relating to the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practiceLC Business; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer comply in all material respects with all Laws and Orders relating to the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practiceLC Business; (f) commence continue in full force and effect the insurance coverage under the policies required to be disclosed in Section 3.16 of the Disclosure Schedule or settle any material Proceedingsubstantially equivalent policies; (g) incur any material accounts payable other than maintain all books and records relating to the LC Business in the ordinary course Ordinary Course of business consistent with past practice or pursuant to obligations under existing ContractsBusiness; orand (h) agree or commit cooperate with and assist Purchaser in identifying all Permits required by Purchaser to do any of operate the foregoing. Not less than five (5) LC Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofClosing Date.

Operation of the Business. Except as otherwise provided in expressly permitted or required by this Agreement, between the date of this Agreement or as disclosed in Section 6.1 of and the Disclosure LetterClosing Date, from the date hereof until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shallABT agrees that ABT will, and it shall the Principal Securityholder agrees, to cause its Subsidiaries in respect of the Business ABT to, (i) use commercially reasonable efforts to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and : 6.3.1. conduct the Business only in the ordinary course of business consistent with past practicecourse. 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, Seller shall not and shall cause ABT will expend efforts to collect its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory accounts receivable in the ordinary course and will not compromise, reduce or cancel any accounts receivable, and ABT will pay and discharge accounts payable in a manner and a time frame in the ordinary course; 6.3.2. use its best efforts to preserve intact the current business organization of businessABT, or keep available the services of the current officers, employees, and agents of ABT, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with ABT; 6.3.3. use its best efforts to obtain in writing as promptly as possible all Required Consents; (i) use its best efforts to duly comply with all applicable Laws, (ii) perform all of its Liabilities without default, (iii) maintain its corporate existence in good standing in the jurisdictions of its incorporation and its due qualification in good standing in all jurisdictions in which it is so qualified and (iv) maintain all of its books and records in the usual, regular and ordinary manner on a basis consistent with past practices; 6.3.5. not (i) make any change in its Charter Documents or its authorized, issued or outstanding capital stock, (ii) grant any options or other transfersrights to acquire, leaseswhether directly or contingently, licenses and dispositions made any of its capital stock, (iii) declare, set aside or pay any dividend or make any other distribution in respect of its capital stock or directly or indirectly redeem, retire, purchase or otherwise reacquire any of its shares of capital stock; or (iv) sell, rent, lease or otherwise dispose of any of its Assets, except in the ordinary course of business; 6.3.6. except in the ordinary course of business, not (bi) grant incur any indebtedness for money borrowed, (ii) make any capital expenditures or commitments for capital expenditures in excess of Fifteen Thousand Dollars ($15,000) in the aggregate, (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, (iv) create or suffer to exist any new Liens, (v) enter into any employment contract, increase the rate of compensation payable or to become payable by it to any officer or any other executive employee or make any general increase in the compensation or benefits arrangements rate of a Business Employee compensation payable or under to become payable to hourly employees or salaried employees or (vi) accrue or pay to any Seller Planof its officers or employees any bonus, profit-sharing, retirement pay, insurance, death benefit, fringe benefit or other compensation, except for increases as disclosed in the compensation Schedules hereto; 6.3.7. at its own expense, maintain (i) all of the properties used or benefits of such employees: (A) useful in the Business in good operating condition and repair, ordinary course of business wear and tear excepted and (excluding severance or bonusesii) all insurance covering the Business, employees and Assets in either case payable by Seller upon consummation of full force and effect until 12:01 A.M. on the transactions contemplated by this Agreementfirst day following the Closing Date with responsible companies, for Business Employees)comparable in amount, (B) as a result of collective bargaining or other agreements with such employees as scope and coverage to that in effect on the date hereof; 6.3.8. confer with SCT concerning operational matters of a material nature; 6.3.9. otherwise report periodically to SCT concerning the status of the Business; 6.3.10. not, without the prior consent of SCT, take any affirmative action, or (C) fail to take any reasonable action within their or its control, as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one a result of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do which any of the foregoingchanges or events listed in Section 4.26 is likely to occur; and 6.3.11. Not less than five not (5i) Business Days prior to the Closingmake or change any Tax election; (ii) settle or compromise any material federal, Seller shall deliver to Purchaser a supplement to Section 4.5(alocal or foreign income Tax Liability; (iii) of the Disclosure Letterenter into any Tax sharing, which shall identify those Contracts entered into by Seller allocation, compensation or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(alike arrangement; (iv) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofrequest any Tax ruling; or (v) change any accounting method or period.

Operation of the Business. Except (A) as otherwise provided set forth in this Agreement or as disclosed in Section Schedule 6.1 of the Seller Disclosure LetterSchedule, (B) as otherwise contemplated by this Agreement, or (C) as otherwise consented to in writing by Buyer, from the date hereof of this Agreement until the Closing, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall: (a) afford to Buyer and its agents, advisors, and it representatives reasonable access to the Assets and to Seller's documents and records relating thereto except Restricted Information and to Seller's personnel and shall cause its Subsidiaries furnish such information about the Assets as Buyer shall reasonably request, all upon reasonable notice to Seller and in a manner that does not interfere in any material respect with the normal operations of Seller and the Business; (b) subject to the effects of the Seller Bankruptcy, operate the Business toin the usual and ordinary course consistent with past practice and not voluntarily shut down any material unit of the Refinery to the extent such material unit is capable of being safely operated; (c) operate the Business in material compliance with all Environmental Laws; (d) keep those insurance policies identified in Schedule 4.9 (or substantially comparable replacement policies) in effect until Closing; (e) subject to the effects of the Seller Bankruptcy, (i) use all commercially reasonable efforts to preserve substantially intact its business organization, to maintain its rights, privileges and immunities, to retain the Business in all material respects services of its key employees (subject to work force requirements), to maintain its insurance coverages, and to maintain in all material respects the ordinary and customary its relationships of the Business with its customers and suppliers who are approved by the Bankruptcy Court as critical vendors; (f) not sell, lease, exchange, or otherwise dispose of, or grant any Lien with respect to, any material suppliers and customersAssets, and except for (iii) continue to operate and conduct the Business dispositions of inventories in the ordinary course of business consistent with past practice. Except , (ii) Permitted Encumbrances, and (iii) Liens securing debt that will not encumber the Assets after Closing; (g) not increase the compensation (excluding any compensation in respect of retention, change of control or severance obligations not assumed by Buyer) payable to or to become payable to any director or executive officer of Seller or, in the case of other employees, increase the compensation payable or to become payable to other employees other than normal salary increases consistent with past practice except pursuant to any contract, agreement, or other legal obligation of Seller existing as otherwise contemplated by of the date of this Agreement or as that has been disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not to Buyer and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions except with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory such increases in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions compensation as may be made in the Seller's ordinary course of business; (bh) grant not acquire or construct any increase in assets or properties other than any assets or properties that are not material to the compensation Business and other than repairs to existing units or benefits arrangements assets (including repair of a Business Employee casualty loss and the application of insurance proceeds thereto) or under any Seller Plan, except for increases in the compensation acquisition of assets from suppliers or benefits of such employees: (A) vendors in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business and consistent with past practice; (di) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification not consent to the entry of any such contract) in decree or order by any material respect Governmental Authority agreeing to pay any fine or penalty payable by Buyer after the terms of any Assumed Material Contract other than Closing or causing a significant expansion in the ordinary course scope of business consistent with past practice;the Assumed Environmental Liabilities; and (ej) sell, transfer, license not agree in writing or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior ; except, in each case, for any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Assets being sold at Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof.

Operation of the Business. Except as otherwise provided in From the date of this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, from the date hereof until the Closing, without Seller Parties, except as otherwise agreed to by the prior written approval of Purchaser Parties in writing, will (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of each other Group Company to): (a) conduct the Business toonly in the Ordinary Course of Business, (ib) use commercially reasonable efforts to preserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, licensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the Business services of its current officers, directors, employees and consultants, (d) preserve in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to maintain its operations and businesses, (h) make all capital expenditures in all material respects the ordinary and customary relationships Ordinary Course of the Business with its material suppliers and customersBusiness, and (iii) continue consult with Buyer prior to operate taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and conduct Seller Parties shall refrain from (and cause the Business Group Companies to refrain from) taking any action that would result in the ordinary course of business consistent with past practice. Except as otherwise contemplated by this Agreement or as disclosed change in Section 6.1 the capitalization structure of the Disclosure Letter, without Group Companies as set forth on Schedule 3.5(a). Without limiting the generality of the foregoingthis Section 5.2, Seller shall not (and shall Seller Parties will cause its Subsidiaries the Group Companies not to), from the date of this Agreement until the Closing, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer: (a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any of a Group Company’s respective employees or Affiliates) any of its Assets (whether tangible or intangible), except for sales of inventory in the Ordinary Course of Business; (b) mortgage, pledge or subject to any Encumbrance any portion of its Assets, other than Permitted Encumbrances; (c) make, commit to make or authorize any capital expenditures, except in the Ordinary Course of Business; (d) acquire (including by merger, consolidation, license or sublicense) any interest in any Person or substantial portion of the Assets or business of any Person; (e) incur any Debt, including any refinancing of existing Debt or increasing the outstanding obligations on any letter of credit, or assume, guarantee or endorse the obligations or enter into any agreements to maintain the fiscal condition of any Person; (f) enter into, amend, modify, terminate or assign any Disclosed Contract; (g) issue, sell, pledge, dispose of, encumber or transfer the Interests, any Ownership Interests, securities convertible, exchangeable or exercisable into Ownership Interests, or warrants, or any options or other rights to acquire Ownership Interests, of any Group Company; (h) declare, set aside, or distribute any dividend or other distribution (whether payable in cash, stock, property or a combination thereof), or enter into any agreement with respect to the voting of the Ownership Interests of any Group Company; (i) waive, release, assign, settle or compromise any material rights or claims, or any material litigation or arbitration; (j) (i) hire or terminate any employee, manager, director or independent contractor except in the Ordinary Course of Business, (ii) increase any form of Compensation payable or to become payable to any equity holder of any Group Company or any Affiliate of any such equity holder, any current or former director, manager, or officer, employee, consultant or other service provider of a Group Company, including without limitation, any increase or change pursuant to any Company Plan, (iii) grant or increase any rights to change in control, severance, retention or termination payments or benefits to, or enter into any employment, consulting, change in control, retention or severance agreement with, any director, manager, officer, employee, consultant or other service provider of a Group Company, (iv) accelerate the vesting or payment of any compensation or benefits under any Company Plan (other than any such acceleration, vesting or payments required pursuant to the terms of such Company Plan in connection with the Transaction contemplated herein, all of which have been provided to Buyer prior to the date hereof, if any) or (v) establish, adopt, enter into, amend, modify or terminate any Company Plan; (k) make loans or advances to, guarantees for the benefit of, or any investments in, any Person; (l) forgive any loans to managers, directors, officers, employees or any of their respective Affiliates; (m) make any material change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or changes in Law; (i) accelerate or delay collection of receivables in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business, (ii) delay or accelerate payment of any Liability in advance of its due date or the date such Liability would have been paid in the Ordinary Course of Business, (iii) make any material changes to cash management policies, (iv) delay or postpone the ordinary course repair or maintenance of properties or Assets or (v) vary any inventory purchase practices in any material respect from past practices; (i) make any Tax election, settle or compromise any Action, including any claim, notice, audit report or assessment, in respect of Taxes, (ii) change any annual Tax accounting period, (iii) adopt or change any method of Tax accounting, (iv) file any amended Tax Return, (v) enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, (vi) surrender any right to claim a Tax refund, or (vii) consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (p) take any action for the winding up, liquidation, dissolution or reorganization of any Group Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets or revenues; (q) amend the Organizational Documents of any Group Company; (r) lay off or terminate employees that could result in Liability under the WARN Act; (s) fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage with respect to the Assets, operations, activities and Business of the Group Companies as are currently in effect; (t) take or omit to take any action that which, individually or in the aggregate, could reasonably be expected to (i) result in any representation or warranty of any Seller Party to be untrue in any material respect, result in a material breach of any covenant made by any Seller Party in this Agreement, (ii) if taken or omitted to be taken between January 1, 2020 and the date of this Agreement would have been required to be disclosed on Schedule 3.8 of this Agreement, or (iii) could reasonably be expected to result in any condition set forth in Article VI not being satisfied; (u) cancel any Debt owed to any Group Company or waive any claims or rights of value; (v) request or accept any advance payments or funding from Medicare or any Governmental Authority pursuant to any CARES Act stimulus fund programs or other COVID-19 Measures, or participate in any other governmental stimulus subsidy or similar programs, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any of the Purchased Assets, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of businessBuyer; (bw) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sellutilize, transfer, license pay or otherwise convey administer (and maintain accounting records associated with) cash paid, distributed or dispose offunded to any Group Company from the CARES Act Relief Fund except in strict compliance with all of the terms and conditions of the CARES Act Relief Fund program and all Legal Requirements applicable thereto, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contractsincluding all applicable Provider Relief Fund payment terms and conditions; or (hx) agree or commit to do any of the foregoing. Not less than five Seller Parties, on the one hand, and the Buyer, on the other hand, acknowledge and agree that: (5a) Business Days nothing contained in this Agreement shall give the Buyer, directly or indirectly, the right to control or direct any Group Company’s operations prior to the ClosingClosing Date, Seller shall deliver (b) prior to Purchaser a supplement to Section 4.5(a) the Closing Date, each of the Disclosure LetterGroup Companies and the Buyer shall exercise, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance consistent with the terms hereofand conditions of this Agreement, complete control and supervision over its respective operations, and (c) none of the restrictions in this Section 5.2 shall restrict the ability of the any Group Company to take any action or fail to take any action at the written request or with the prior written consent of the Buyer.

Operation of the Business. Except as otherwise provided in contemplated by this Agreement or as disclosed in Section 6.1 of the Disclosure LetterAgreement, from the date hereof until the Closingeach Seller Party covenants that, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business (it being understood that nothing in this Section 6.1 shall in any way limit any Seller Party’s 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, (i) use commercially reasonable efforts 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 its material suppliers their suppliers, customers and customersothers having business relationships with them with a view toward preserving for Purchaser after the Closing Date the Purchased Assets and the goodwill associated therewith. Subject to applicable Law and except as otherwise provided in this Agreement or as expressly provided 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), the Seller Parties shall, and (ii) 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, except as otherwise contemplated by this Agreement and subject to applicable Law, the Seller Parties, from the date of this Agreement until the Applicable Closing, shall not and shall cause its their 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 IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject suffer to exist any Lien (other than Permitted Liens) on, any of the Purchased AssetsAssets or the Assigned Real Property, other than (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of businessPermitted Liens; (b) terminate any Business Employee, grant any leave of absence greater than two weeks (other than as required by applicable Law in which case Purchaser need only be notified of the reason for such leave and the approved length), transfer any Business Employee, hire any new employees, or grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business consistent with past practices (excluding severance or bonuses, in either case payable by any Seller Party upon consummation of the transactions contemplated by this Agreement, for Business EmployeesEmployees covered by parts (i) and (iii), but not part (Bii) as a result of collective bargaining or other agreements with such employees as in effect on the date hereofdefinition), or (CB) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by any Seller Party or one of its Subsidiaries as their Affiliates in effect on the date hereof or hire new Business Employees other than in the ordinary course of businesshereof; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, in each case that would otherwise constitute Purchased Assets, other than in the ordinary course of business consistent with past practicepractice and in any event not in excess of $100,000 in the aggregate; (d) enter into any Contract that would be deemed to be a Transferred Material Contract if it were in existence as of the date of this Agreement or terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Transferred Material Contract or the Assigned Lease; (e) enter into any Contract containing a covenant not to compete or any other covenant restricting the development, manufacture, marketing or distribution of the products and services of the Business or that would adversely affect Purchaser’s ability to use, deploy, exploit, market, distribute, sell or otherwise develop the Purchased Assets or amend or extend in a manner adverse to the Business any such covenant in any existing Transferred Contract; (f) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory sold to Flextronics) that are material, individually or in the aggregate, to the Business; (g) (i) institute, settle or agree to settle any Proceeding relating to or affecting the Purchased Assets or Assumed Liabilities before any court or other Governmental Authority (other than settlements of Proceedings (1) not involving Intellectual Property or Tax matters, (2) involving solely the payment of money damages and (3) not involving an admission of liability) or (ii) waive or surrender any rights related to any pending or threatened litigation to the extent relating to or affecting the Purchased Assets or Assumed Liabilities; (h) enter into any material financing or guarantee arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Affiliates which would constitute an Assumed Liability; (i) grant any allowances or discounts outside the ordinary course of business consistent or sell inventory materially in excess of reasonably anticipated consumption for the near term outside the ordinary course of business; (j) fail to maintain its books and records with respect to the Purchased Assets, the Assumed Liabilities and the Assigned Real Property in accordance with past practice; (ek) sellmake or change any material election in respect of Taxes, transferenter into any closing agreement in respect of Taxes, license settle any claim or otherwise convey or dispose ofassessment in respect of Taxes, or incur consent to any extension or suffer waiver of the imposition limitation period applicable to any claim or assessment in respect of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing ContractsTaxes; or (hl) agree or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a4.6(a) of the Disclosure Letter, which shall identify those Contracts with respect to the Business entered into by any Seller Party or its Subsidiaries any of their respective Affiliates after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Transferred Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a4.6(a) of the Disclosure Letter shall be deemed “Assumed Transferred Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof. Seller shall also deliver to Purchaser a true, complete and correct copy of each such Contract no later than the time at which Seller delivers such supplement to Section 4.6(a) of the Disclosure Letter.

Operation of the Business. (a) Except (i) as otherwise provided in expressly contemplated by this Agreement or as disclosed in Section 6.1 any of the Disclosure LetterRelated Agreements, from or (ii) during the date hereof until the ClosingInterim Period, without the prior written approval of Purchaser Sunoco shall (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Contributing Subsidiaries in respect of the Business to, ): (i) use commercially their reasonable efforts to preserve conduct and operate the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Refinery Business in the ordinary course of business consistent with past custom and practice. Except as otherwise contemplated by this Agreement or as disclosed , including the incurrence of capital expenditures and completion of maintenance in Section 6.1 the ordinary course; (ii) use their reasonable efforts to operate the Refinery Business and maintain the Refinery Assets in accordance with all applicable Laws currently in effect in all material respects; and (iii) use their reasonable efforts to (A) preserve, protect and keep intact beneficial relationships including those with agents, lessors, suppliers and customers and (B) preserve, protect and keep intact the present business operations, organization and goodwill of the Disclosure LetterRefinery Business. Notwithstanding anything to the contrary in this Section 8.1 or in any other provision of this Agreement, without limiting if on or following September 1, 2012, Sunoco determines in good faith that its failure to cease ordering Upstream Inventory or other goods or services for the generality Refinery and/or take other actions to prepare for a possible closure of the foregoingRefinery would be reasonably likely to have material adverse economic effect on it or the Contributing Subsidiaries, Seller shall not and shall Sunoco may or may cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following Contributing Subsidiaries to cease such orders or take such other actions with respect from and after two (2) Business Days after Sunoco has provided notice to the Purchased AssetsTCG of its intent to rely on this sentence, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien (other than Permitted Liens) on, any it being understood and agreed that Sunoco and each of the Purchased Assets, other than (i) sales of inventory in Contributing Subsidiaries shall continue to use their reasonable efforts to conduct and operate the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Refinery Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past custom and practice;, subject to the foregoing provisions of this sentence. (db) terminate Without limiting the generality of the foregoing, during the Interim Period, except (other than i) as otherwise expressly contemplated by expirationthis Agreement or set forth on Schedule 8.1(b) or amend (ii) as otherwise consented to by TCG in writing (which consent shall not be unreasonably withheld), or modify (other than iii) as is otherwise required by automatic extension Law or renewal if deemed an amendment or modification of as is taken as any such contractEmergency Response Situation, during the Interim Period, Sunoco shall not (and shall cause each its Contributing Subsidiaries not to), with respect to the Refinery Business: (i) in any material respect the terms of any Assumed Material Contract other than (A) except in the ordinary course of business consistent with past practice; (e) sellbusiness, transferincur or assume any letters of credit, license performance bonds, cash collateral or otherwise convey escrow requirements or dispose ofsimilar credit support that would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing, or incur or suffer (B) except in the imposition ordinary course of business, grant any Lien (other than Permitted Liens) on, on any Transferred IP Right, Transferred Trademark asset relating to or Transferred IP License, other than non-exclusive licenses used (or held for use) in connection with sales the Refinery Business; (ii) except in the ordinary course of business, destroy or licenses of products remove any Refinery Books and Records; (iii) except in the ordinary course of business consistent with past practiceenter into any Contract that would have been a Material Contract if it would have been in effect on the date hereof and would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing other than any replacement of any Material Contract on then current market terms; (fiv) commence except in the ordinary course of business, amend, modify, renew or settle terminate any Material Contract, or otherwise waive, release or assign any material Proceedingrights, Claims or benefits of Sunoco or any of the Contributing Subsidiaries under any Material Contract outside the ordinary course of business, other than any extension of any Material Contract on then current market terms, that would be binding on any of NewCo, the Refinery Assets or the Refinery Business after the Closing; (gv) incur enter into any other collective bargaining agreements, memorandums of understanding or any other labor agreements relating to the Refinery Employees; (vi) except in the ordinary course of business, authorize, make or commit to make any material accounts capital expenditures related to the Refinery Business, the cost of which would be payable other than by any of NewCo or the Refinery Business following the Closing; (vii) except in the ordinary course of business consistent (including with past practice respect to the sale of inventory), sell, assign, license, transfer, convey, lease, rent or pursuant otherwise dispose of or encumber any of the Refinery Assets or any material properties or assets of the Refinery Business; (viii) except in the ordinary course of business, increase in any manner the base compensation or other fringe, incentive, equity incentive, pension, retirement allowance, welfare or other employee benefits payable or to obligations under existing Contractsbecome payable to, or enter into any new employee benefits agreement or arrangement with, any Refinery Employee; (ix) except in the ordinary course of business, take any action to cause or which could reasonably be expected to cause, any Refinery Employee who would otherwise be an Acquired Employee not to be a Refinery Employee (other than termination for cause); (x) enter into any new Consent Decree with the United States Environmental Protection Agency or the United States Department of Justice that pertains to the Refinery and that will affect or limit operations of the Refinery so as to cause a Material Adverse Effect; or (hxi) agree agree, resolve or commit to do any of the foregoing. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to actions prohibited in this Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereof8.1(b).

Operation of the Business. (a) Between the Effective Date and the Closing Date, unless otherwise agreed in writing in advance by Parent or Buyer, Seller shall: (i) except as otherwise allowed or required pursuant to the terms of this Agreement, conduct the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) pay the debts, trade payables and Taxes of the Business when due and in a manner consistent with prior practices; (iii) pay or perform other obligations of the Business when due; (iv) preserve intact the current business organization of Seller relating to the Business, keep available the services of the Designated Employees, and maintain the relations and goodwill with the suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, Employees, agents, and others having business relationships with Seller relating to the Business, with the goal of preserving unimpaired the goodwill and ongoing business of the Business; (v) maintain all of the Transferred Assets in their current condition, ordinary wear and tear excepted, and, in the event of any damage to or destruction of any of the Transferred Assets prior to the Closing Date, promptly replace, repair or restore such Transferred Assets; (vi) promptly notify Parent and Buyer in writing of any event or occurrence not in the usual, regular and ordinary course of the operation of the Business, or that has resulted, will result, or is reasonably likely to result, in the failure to satisfy any of the conditions specified in this Section 5.1 hereof; (b) Except as otherwise provided in expressly permitted by this Agreement or as disclosed in Section 6.1 of Agreement, between the Disclosure LetterEffective Date and the Closing Date, from the date hereof until the ClosingSeller will not, without the prior written approval consent of Purchaser (which approval shall not be unreasonably withheld) Seller shall, and it shall cause its Subsidiaries in respect of the Business to, Parent or Buyer: (i) use commercially reasonable efforts to preserve the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) 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, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license lease or otherwise convey transfer or dispose of, or subject enter into any outbound license agreement with respect to any of the Transferred Assets; (ii) take any action to impair, encumber, create a Lien against or otherwise adversely affect the Transferred Assets; (other than Permitted Liensiii) onrevalue any of the Transferred Assets, including without limitation writing down the value of any inventory; (iv) amend or modify, or violate the terms of, any of the Purchased AssetsTransferred Contracts; (v) make or change any election in respect of Taxes, other than (i) sales adopt or change any accounting method in respect of inventory Taxes, enter into any closing agreement, settle any claim or assessment in the ordinary course respect of businessTaxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, in each case relating to the Business, the Transferred Products or the Transferred Assets; (iivi) other transferscreate, leasesincur or assume any Liability that would materially and adversely affect the Business, licenses the Transferred Assets or Parent’s and dispositions made Buyer’s ability to conduct the Business in substantially the same manner and condition as conducted by Seller on the Effective Date; (vii) commence or settle any legal actions or proceedings or obtain any releases of threatened actions or proceedings involving or relating to the Business or the Transferred Assets; (viii) accelerate any accounts receivable or defer any accounts payable in any manner outside the ordinary course of business; (bix) grant take any increase action, or fail to take any action, that would result in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) representations and warranties set forth in Article 3 not being true and correct on and as a result of collective bargaining or other agreements the Closing Date with the same force and effect as if such employees representations and warranties had been made on and as in effect on of the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing ContractsClosing Date; or (hx) agree or commit to do take any of the foregoing. Not less than five action described in subsection (5i) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(athrough (ix) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereof, and such Contracts identified on such supplement to Section 4.5(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofabove.

Operation of the Business. Except From the Effective Date until the earlier of the Closing or the termination of this Agreement, except as otherwise provided in contemplated by this Agreement or Agreement, required by Law, as disclosed set forth in Section 6.1 6.3 of the Disclosure Letter, from the date hereof until the Closing, without the prior written approval of Purchaser Schedule or as consented to by Buyer in writing (which approval consent shall not be unreasonably withheld, conditioned or delayed), Seller will cause each Company to: (a) Seller shallconduct the Business of each Company in the Ordinary Course of Business; (b) use their reasonable best efforts to maintain the properties, physical facilities and operations of each Company in the same condition as they were on the date of this Agreement (subject to reasonable wear and tear), preserve intact the current business organization of each Company, keep available the services of the current officers and key employees of each Company, and it shall cause its Subsidiaries maintain the relations and goodwill with suppliers, customers, lenders and others having material business relationships with any Company; (c) continue in respect of the Business tofull force and effect without modification all Insurance Policies, except as required by applicable Law; (id) use commercially reasonable efforts to preserve the Business not effect any recapitalization, reclassification, or like change in such Company’s capitalization; (e) comply in all material respects with all applicable Laws; (f) maintain its books and to maintain records in all material respects the ordinary and customary relationships of the Business with its material suppliers and customers, and (ii) continue to operate and conduct the Business in the ordinary course of business consistent accordance with past practice. Except as otherwise contemplated by this Agreement ; (g) not settle or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause its Subsidiaries not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld), take agree to settle any of the following actions with respect to the Purchased Assets, the Transferred IP Rights, the Transferred Trademarks, the Transferred IP Licenses or the Business: (a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien Proceeding (other than Permitted Liensa Tax Proceeding) on, by or before any Governmental Body; (h) not settle any material Tax Proceeding if such settlement could reasonably be expected to result in a material Tax Liability of the Purchased Assets, other than such Company or Buyer for a Post-Closing Tax Period; and (i) sales of inventory in the ordinary course of business, or (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business; (b) grant any increase in the compensation or benefits arrangements of a Business Employee or under any Seller Plan, except for increases in the compensation or benefits of such employees: (A) in the ordinary course of business (excluding severance or bonuses, in either case payable by Seller upon consummation of the transactions contemplated by this Agreement, for Business Employees), (B) as a result of collective bargaining or other agreements with such employees as in effect on the date hereof, or (C) as required by applicable Law from time to time in effect or by any employee benefit plan, program or arrangement sponsored by Seller or one of its Subsidiaries as in effect on the date hereof or hire new Business Employees other than in the ordinary course of business; (c) cancel, compromise, release or assign any Indebtedness owed to the Business or any claims held by the Business, other than in the ordinary course of business consistent with past practice; (d) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such contract) in any material respect the terms of any Assumed Material Contract other than in the ordinary course of business consistent with past practice; (e) sell, transfer, license or otherwise convey or dispose of, or incur or suffer the imposition of any Lien (other than Permitted Liens) on, any Transferred IP Right, Transferred Trademark or Transferred IP License, other than non-exclusive licenses in connection with sales or licenses of products in the ordinary course of business consistent with past practice; (f) commence or settle any material Proceeding; (g) incur any material accounts payable other than in the ordinary course of business consistent with past practice or pursuant to obligations under existing Contracts; or (h) not agree or commit to do any of the foregoingactions prohibited by this Section 6.3. Not less than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a supplement to Section 4.5(a) of the Disclosure Letter, which shall identify those Contracts entered into by Seller or its Subsidiaries after the date of this Agreement not in violation of the terms hereof which would have constituted “Assumed Material Contracts” if such Contracts had been in effect as of the date hereofwill not, and such Contracts identified on such supplement will cause each Company not to, take any action or fail to Section 4.5(atake any action which, if taken or failed to be taken at the Effective Date, would constitute or result in a breach of Sections 4.7(a) of the Disclosure Letter shall be deemed “Assumed Material Contracts” for all purposes hereof so long as such Contracts were entered into in accordance with the terms hereofthrough (k).