Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) The Company shall operate and carry on its business in the Ordinary Course of Business including, without limitation, the processing of cash receipts and disbursements. The Company shall use all commercially reasonable efforts consistent with good business practice to preserve its goodwill, prospects, rights, properties, assets and business, and to preserve and protect the Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and prospective relationship with the Girl Scouts Councils with whom it has a Contract, relating to the sale of cookies thereto. (b) Notwithstanding Section 5.6(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), the Company shall not, except as allowed on Schedule 5.6: (i) other than is required pursuant to applicable Laws, take any act listed in subparagraph (a) through (j) of Section 3.8; or (ii) other than in the Ordinary Course of Business, enter into or terminate any Material Contract; (iii) not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; provided, however, notwithstanding anything herein to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in respect of the Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the Friday prior to the Closing Date; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course of Business; (v) engage in the offering of special programs whether written or oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in the future other than in the Ordinary Course of Business; or (vi) enter into or issue letter of credit guarantees in connection with route man loans other than in the Ordinary Course of Business. (c) As of the Closing Date, any net intercompany receivables, payables, loans and any other corporate charges then existing between the Company, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or forgiven (implementing whichever action is most tax advantageous to the Company) and any intercompany agreement between such parties shall be terminated.

Operations Prior to the Closing Date. (a) The Company shall operate and carry on its business in the Ordinary Course of Business including, without limitation, the processing of cash receipts and disbursements. The Company shall use all commercially reasonable efforts consistent with good business practice to preserve its goodwill, prospects, rights, properties, assets and business, and to preserve and protect the Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and prospective relationship with the Girl Scouts Councils with whom it has a Contract, relating to the sale of cookies thereto. (b) Notwithstanding Section SECTION 5.6(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), the Company shall not, except as allowed on Schedule SCHEDULE 5.6: (i) other than is required pursuant to applicable Laws, take any act listed in subparagraph (a) through (j) of Section SECTION 3.8; or (ii) other than in the Ordinary Course of Business, enter into or terminate any Material Contract; (iii) not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; providedPROVIDED, howeverHOWEVER, notwithstanding anything herein to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in respect of the Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the Friday prior to the Closing Date; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course of Business; (v) engage in the offering of special programs whether written or oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in the future other than in the Ordinary Course of Business; or (vi) enter into or issue letter of credit guarantees in connection with route man loans other than in the Ordinary Course of Business. (c) As of the Closing Date, any net intercompany receivables, payables, loans and any other corporate charges then existing between the Company, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or forgiven (implementing whichever action is most tax advantageous to the Company) and any intercompany agreement between such parties shall be terminated.

Operations Prior to the Closing Date. (a) The Company Welichem shall operate and carry on its business and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the Ordinary Course ordinary course and substantially as presently operated. Notwithstanding the foregoing, except with the prior written consent of Business includingGSK, without limitationWelichem shall not, to the processing of cash receipts extent related to any Ex-China Assets in the Ex-China Territory, and disbursements. The Company shall use all commercially reasonable best efforts consistent with good business practice to preserve its goodwillcause Celestial and BWTP not to, prospects, rights, properties, assets and business, and to preserve and protect the Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and prospective relationship with the Girl Scouts Councils with whom it has a Contract, relating to the sale extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of cookies thereto.the Purchased Assets; (b) Notwithstanding Section 5.6(aviolate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), except as expressly contemplated transfer or otherwise dispose of (including any transfers by this Agreement Welichem, Celestial or except with the express written approval BWTP to any of Buyer (which Buyer agrees shall not be unreasonably withheld its Affiliates, or delayedbetween Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Company shall notPurchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as allowed a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on Schedule 5.6:the Purchased Assets; or (i) other than is required pursuant take or omit to applicable Laws, take any act listed in subparagraph (a) through (j) of Section 3.8; or (ii) other than in the Ordinary Course of Business, enter into or terminate any action that could reasonably be expected to a Material Contract; (iii) not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; provided, however, notwithstanding anything herein Adverse Change to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in respect of the Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the Friday prior to the Closing Date; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course of Business; (v) engage in the offering of special programs whether written or oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in the future other than in the Ordinary Course of Business; or (vi) enter into or issue letter of credit guarantees in connection with route man loans other than in the Ordinary Course of BusinessPurchased Assets. (c) As of the Closing Date, any net intercompany receivables, payables, loans and any other corporate charges then existing between the Company, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or forgiven (implementing whichever action is most tax advantageous to the Company) and any intercompany agreement between such parties shall be terminated.

Operations Prior to the Closing Date. (a) The Company Welichem shall operate and carry on its business and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the Ordinary Course ordinary course and substantially as presently operated. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, except with the prior written consent of Business includingGSK, without limitationWelichem shall not, to the processing of cash receipts extent related to any Ex-China Assets in the Ex-China Territory, and disbursements. The Company shall use all commercially reasonable best efforts consistent with good business practice to preserve its goodwillcause Celestial and BWTP not to, prospects, rights, properties, assets and business, and to preserve and protect the Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and prospective relationship with the Girl Scouts Councils with whom it has a Contract, relating to the sale extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of cookies thereto.the Purchased Assets; (b) Notwithstanding Section 5.6(aviolate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), except as expressly contemplated transfer or otherwise dispose of (including any transfers by this Agreement Welichem, Celestial or except with the express written approval BWTP to any of Buyer (which Buyer agrees shall not be unreasonably withheld its Affiliates, or delayedbetween Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Company shall notPurchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as allowed a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on Schedule 5.6:the Purchased Assets; or (i) other than is required pursuant take or omit to applicable Laws, take any act listed in subparagraph (a) through (j) of Section 3.8; or (ii) other than in the Ordinary Course of Business, enter into or terminate any action that could reasonably be expected to a Material Contract; (iii) not issue any shares of its capital stock or issue any distribution or dividend thereon of property or capital stock; provided, however, notwithstanding anything herein Adverse Change to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in respect of the Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the Friday prior to the Closing Date; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course of Business; (v) engage in the offering of special programs whether written or oral including, without limitation, trade discounts, special payment terms, consignment programs, pricing changes or announced price increases which will be effective in the future other than in the Ordinary Course of Business; or (vi) enter into or issue letter of credit guarantees in connection with route man loans other than in the Ordinary Course of BusinessPurchased Assets. (c) As of the Closing Date, any net intercompany receivables, payables, loans and any other corporate charges then existing between the Company, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or forgiven (implementing whichever action is most tax advantageous to the Company) and any intercompany agreement between such parties shall be terminated.

Operations Prior to the Closing Date. (a) The Company Prior to the Closing, Seller shall maintain the Purchased Assets and operate and carry on its business the Facility only in the Ordinary Course of Business includingordinary course consistent with past practice in conformance with all Legal Requirements, without limitationexcept as otherwise expressly provided in this Agreement. Consistent with the foregoing and to the extent permitted or required by the Bankruptcy Case, the processing of cash receipts and disbursements. The Company Seller shall use all commercially reasonable best efforts consistent with good business practice to preserve its goodwill, prospects, rights, properties, assets and businesscontinue operating the Facility as a going concern, and to preserve and protect maintain the Company's relationships with its suppliers, contractors, employees, customers, including without limitation, its current and prospective relationship with business organization of the Girl Scouts Councils with whom it has a Contract, relating to the sale of cookies theretoFacility intact. (b) Notwithstanding Section 5.6(a), except Except as otherwise expressly contemplated by provided in this Agreement or except in a Cash Collateral Order or post-petition financing Order in the Bankruptcy Case, or in any Order of the Bankruptcy Court (unless with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayedBuyer), and except for the Company DIP Credit Agreement, prior to the Closing, Seller shall not, except as allowed on Schedule 5.6may be required by applicable law: (i) other than is required make any capital expenditures inconsistent with the Budget or enter into any Contract or commitment therefor, except in each case in the ordinary course of business pursuant to applicable Laws, take any act listed in subparagraph (a) through (j) of Section 3.8; orexisting Contracts; (ii) other than in the Ordinary Course of Business, enter into any Contract for or terminate any Material Contractrelating to the Facility that cannot be assigned to Buyer or a permitted assignee of Buyer under Section 11.4; (iii) not issue enter into any shares Contract for the purchase of its capital stock or issue any distribution or dividend thereon of property or capital stock; provided, however, notwithstanding anything herein to the contrary, the Company shall be entitled to (i) distribute or forgive the promissory note received from Parent in respect of the Shanghai and Tainjin joint ventures, and (ii) make distributions from available cash on hand from time to time in any amount or amounts to Parent on or prior to the end of business on the Friday prior to the Closing Datereal property; (iv) enter into or contract for any hedging or similar derivative transaction other than in the Ordinary Course lease of Businessreal property; (v) engage other than the use of Inventory in the offering ordinary course of special programs whether written business consistent with past practice, sell, lease (as lessor), transfer or oral includingotherwise dispose of (including any transfer from the Facility to any Affiliates of Seller), without limitationor impose or suffer to be imposed, trade discountsany Lien, special payment termsClaim, consignment programs, pricing changes Interest or announced price increases which will be effective in Encumbrance (other than Assumed Liabilities) on any of the future Purchased Assets; (vi) other than in the Ordinary Course ordinary course of Business; orbusiness consistent with past practice, purchase any assets inconsistent with the Budget; (vivii) cancel or settle any material debts owed to or material claims held by the Facility (including the settlement of any claims or litigation) or deviate from the terms of any existing contract; (viii) compromise, settle, or consent to judgment in, any one or more Actions or Proceedings or institute any Action or Proceeding, including concerning any Intellectual Property; (ix) enter into, or agree to enter into, any sale-leaseback transactions; (x) delay or accelerate payment of any account payable or other liability of the Facility beyond or in advance of its due date, except in the ordinary course of business consistent with past practice; (xi) make or rescind any election in relation to Taxes; (xii) enter into or issue letter amend (A) any third party payor contract or (B) any other agreement (or incur any commitment) that involves or may involve total annual expenditure or revenues (individually or in the aggregate) in excess of credit guarantees $10,000; (xiii) except pursuant to any Cash Collateral Order and DIP Credit Agreement, incur any indebtedness for borrowed money, enter into any material guarantee, indemnity or other agreement to secure any obligation of a third party or create any Lien, Claim, Interest or Encumbrance for the benefit of a third party over any of the Purchased Assets; (xiv) make any payment, or otherwise remit any monies, to any of its Affiliates outside of the ordinary course of business; (xv) incur any material Liability except in connection the ordinary course of business consistent with route man loans past practice; (xvi) change any accounting policy or practice except in the ordinary course of business; (xvii) amend the certificate of incorporation or by-laws or comparable organization documents of Seller in any material respect; (xviii) other than in the Ordinary Course ordinary course of Business. business consistent with past practice, (ci) As of the Closing Datemodify or terminate any Assumed Contract or any Assumed Lease, any net intercompany receivables, payables, loans and any other corporate charges then existing between the Company, Parent and any affiliate (excluding the Company's Subsidiaries) shall be settled or forgiven (implementing whichever action is most tax advantageous to the Company) and any intercompany agreement between such parties shall be terminated.or