Certain Pre Closing Covenants of Seller and the XXXXXX Entities. 12.1 Conduct of the Archstone Entities Prior to the Initial Closing. Seller and LBHI agree that, from the date of this Agreement until the consummation of the Initial Closing or the earlier termination of this Agreement, except as required, prohibited or expressly permitted by this Section 12.1, this Agreement or as set forth in Schedule 12.1 (and any subsection thereof) or as requested, directed or prohibited by the Buyer Parties (provided, that nothing in this Section 12.1 shall provide the Buyer Parties with any additional right to direct or prohibit any actions other than in accordance with this Agreement) or with the prior written consent of the Buyer Parties (which shall not be unreasonably withheld, conditioned or delayed), LBHI shall cause Seller to, and Seller shall, and shall cause the Archstone Entities to, use their Commercially Reasonable Efforts to (a) operate and maintain the Transferred Assets and Transferred Subsidiary Assets in the Ordinary Course of Business, and (b) not take any action with respect to the Business, other than in the Ordinary Course of Business or as expressly permitted or required under this Agreement. Except (i) as otherwise required, prohibited or expressly permitted by this Agreement, including as a result of sales of Designated Properties in accordance with Section 12.3 (provided, that nothing in this Section 12.1 shall provide the Buyer Parties with any additional right to direct or prohibit any actions other than in accordance with this Agreement), (ii) as requested or directed by the Buyer Parties, or (iii) as set forth in Schedule 12.1 (and any subsection thereof), Seller and LBHI shall cause the Archstone Entities not to, and Seller and LBHI shall not, between the date of this Agreement and the Initial Closing, take any of the following actions without the prior written consent of the Buyer Parties (which shall not be unreasonably withheld, conditioned or delayed) to:
Certain Pre Closing Covenants of Seller and the XXXXXX Entities
