Common use of Conduct of Business by the Company Pending the Arrangement Clause in Contracts

Conduct of Business by the Company Pending the Arrangement. Between the date of this Agreement and the Effective Time, except as set forth in Section 4.01 of the Disclosure Schedule or as otherwise expressly provided for in this Agreement, unless Subco shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries, (iii) preserve the current relationships of the Company and each of its Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relations, (iv) maintain all of the Leased Premises and other material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practice. By way of amplification and not limitation, except as contemplated by this Agreement, or as set forth in Section 4.01 of the Disclosure Schedule, the Company shall not, and shall cause each of its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Subco:

Conduct of Business by the Company Pending the Arrangement. Between During the period from the date of this Agreement to the earlier of (x) the Closing and (y) the Effective Timetermination of this Agreement in accordance with Section 6.1 hereof (the “Interim Period”), except as set forth (a) otherwise expressly contemplated or permitted by this Agreement, (b) required by Law, (c) disclosed in Section 4.01 4.1 of the Disclosure Schedule Letter, (d) required to comply with COVID-19 Measures or as otherwise expressly provided for taken (or not taken) by the Company or any Company Subsidiary reasonably and in this Agreementgood faith to respond to COVID-19 Measures after providing advance notice to and consulting with the Purchaser (if reasonably practicable) with respect thereto, unless Subco or (e) consented to in writing by the Purchaser, which consent shall otherwise agree in writingnot be unreasonably withheld, delayed or conditioned, the Company shall, and shall cause each Company Subsidiary (in the case of its Subsidiaries each Company Subsidiary that is subject to a Joint Venture Agreement, subject to the “major decision” rights of the third-party limited partners or non-managing members, as applicable, of such Company Subsidiary) to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its Subsidiaries torespects, use all commercially reasonable efforts to (i) preserve intact its business organizationto carry on their respective businesses in the Ordinary Course, consistent with the Operating Budget, the Capital Expenditure Budget and the Development Expenditure Budget and past practice, (ii) keep available the services of the to maintain and preserve substantially intact their respective current officers, employees and consultants of the Company and each of its Subsidiariesbusiness organizations, (iii) preserve to retain the services of their respective current relationships of the Company officers and each of its Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relationskey employees, (iv) maintain all of the Leased Premises to preserve their goodwill and other material relationships with tenants and others having business dealings with them, (v) to preserve their assets and properties in good repair and condition (except for ordinary normal wear and teartear excepted) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s business as currently conducted, and (vi) maintain its books of account to perform and records complete all Development Projects in accordance with the usualapplicable project timetable, regular with good workmanship and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practicepractices. By way Without limiting the generality of amplification the foregoing, during the Interim Period, the Company will not and the Company shall cause each Company Subsidiary not limitation, to (except as expressly permitted by this Agreement or as expressly contemplated by this Agreementthe transactions contemplated hereby, or as required by Law, as set forth in Section 4.01 4.1 of the Disclosure ScheduleLetter or to the extent that the Purchaser shall otherwise consent in writing, the Company which consent shall notnot be unreasonably withheld, delayed or conditioned, and shall cause in the case of each of its Subsidiaries not toCompany Subsidiary that is subject to a Joint Venture Agreement, between subject to the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any “major decision” rights of the following without the prior written consent third-party limited partners or non-managing members, as applicable, of Subco:such Company Subsidiary):

Conduct of Business by the Company Pending the Arrangement. Between the date of this Agreement and the Effective Time, except as set forth in Section 4.01 of the Disclosure Schedule Letter or as otherwise expressly provided for in this Agreement, unless Subco shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and in a manner consistent in all material respects with past practice (including with respect to the management of Working Capital). Between the date of this Agreement and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use all commercially reasonable efforts to (i) preserve intact its business organization, (ii) keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries, (iii) preserve the current relationships of the Company and each of its Subsidiaries with customers, distributors, suppliers, licensors, licensees, contractors and other Persons with which the Company or any of its Subsidiaries has significant business relations, (iv) maintain all of the Leased Premises Company Real Property (including the Improvements) and other material assets in good repair and condition (except for ordinary wear and tear) other than those disposed of in the ordinary course of business, (v) maintain all insurance necessary to the conduct of the Company’s 's business as currently conducted, (vi) maintain its books of account and records in the usual, regular and ordinary manner and (vii) maintain, protect and enforce all of its material Intellectual Property Rights in a manner consistent in all material respects with past practice. By way of amplification and not limitationWithout limiting the foregoing, except as contemplated by this Agreement, or as set forth in Section 4.01 of the Disclosure ScheduleLetter, the Company shall not, and shall cause each of its Subsidiaries not to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Subco: