Common use of Conduct of Business Prior to the Closing Clause in Contracts

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following:

Conduct of Business Prior to the Closing. Unless Purchaser Except as otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets Agreement or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law5.1, between the date hereof of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall (shall, and shall cause its Subsidiaries Affiliates to) (i) , conduct the Business only in the ordinary course, course of business consistent with past practice in all material respects, and (ii) the Seller shall, and shall cause its Affiliates to, use its commercially reasonable efforts to keep available (A) preserve in all material respects (i) the services present commercial relationships of Persons having relationships with the Business, (ii) intact their current officersBusiness organization and operations, key employees and consultants (iii) the properties and assets included in the Transferred Assets, and (B) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and to preserve the current relationships use of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the BusinessTransferred Assets. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, Except as otherwise contemplated by this Agreement, as required by applicable Law Agreement or as otherwise agreed set forth in writing by Purchaser Schedule 5.1, between the date of this Agreement and the Closing Date, without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause its Affiliates not permit any Subsidiary to, between in connection with the date hereof and Business (provided that nothing herein shall be deemed to limit or restrict in any manner the Closing DateSeller’s ability to conduct the Retained Business so long as such action or inaction would not affect the Transferred Assets, directly the Assumed Liabilities or indirectly, do, or agree to do, any of the following:Business):

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreementthe Transaction Documents, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 5.01(c) of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its the Seller Subsidiaries and the Companies to) (i) conduct the Business only in the ordinary course, consistent with past practice and use reasonable best efforts to (w) preserve intact the present business organization of the Business, (x) maintain in effect all material respectsPermits, and (iiy) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants Key Employees of the Business and to preserve the current (z) maintain satisfactory relationships of the Seller and each Subsidiary with each of the customers, lenders, suppliers and other Persons others having material business relationships with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the generality of the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as unless Purchaser otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed agrees in writing by Purchaser (which agreement agreement, with respect to the matters described in clauses (v), (vi)(a), (xi) or (xii) below (or, with respect to such matters, clause (xiv) below) shall not be unreasonably withheld), conditioned or delayed) except (a) as expressly contemplated by the Transaction Documents, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01(c) of the Seller Disclosure Schedule or (d) as required by applicable Law, Seller shall not, and shall not permit any Subsidiary to, between cause the date hereof Seller Subsidiaries and the Closing Date, directly or indirectly, do, or agree to do, any of the followingCompanies not to:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to any written instructions of any Governmental Entity and to the limitations set forth below below, Sellers shall cause the Company to (except to the extent as expressly provided by this Agreement or to the extent that Buyer shall otherwise grant its prior consent in writing, which agreement shall consent may not be unreasonably withheld withheld, conditioned or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct carry on the Business only in the ordinary courseOrdinary Course of Business, including the payment of its debts and Taxes when due (subject to good faith disputes over such debts or Taxes, provided that, in the case of disputes over such Taxes, the Company’s failure to pay such Taxes when due would not, individually or in the aggregate, have an adverse effect on Buyer or any of its Affiliates (including, following the Closing, the Company) that is material), and use commercially reasonable efforts consistent with past practice in all material respectspractices and policies to maintain the effectiveness of the Company Permits, and (ii) use its commercially reasonable efforts to preserve the Purchased Assets, preserve intact the present business organization, keep available the services of the current officers, its present officers and key employees and consultants preserve relationships with customers, suppliers, distributors and others having business dealings with the Company with respect to the Business, perform in all material respects all of its obligations under the Assumed Contracts, comply with all applicable Laws in all material respects and maintain the books and records of the Business and to preserve Company in the current relationships Ordinary Course of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the generality of the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated expressly provided by this Agreement, as required by applicable Law Agreement or as otherwise agreed in writing by Purchaser disclosed on Section 9.1 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the prior written consent of Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), Seller the Company shall not, and Sellers, with respect to subsections (e), (f), (l), (m) and (u) below, shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the followingnot:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing (a) From and after the date hereof and to the Closing, except (x) as set forth below on Schedule 5.1 or as otherwise expressly contemplated by this Agreement or (y) as the Buyer shall otherwise consent in writing, which agreement consent shall not be unreasonably withheld or delayed, Seller Parent agrees that it will conduct the Business, and will cause the Sold Companies and Asset Sellers to conduct the Business, in the ordinary course consistent with past practice, and use commercially reasonable efforts to (i) preserve intact the Business conducted by the Sold Companies and the Asset Sellers and related relationships with customers, suppliers and other third parties, and (ii) keep available the services of sufficient Business Employees and Business Temporary Workers to operate the Business as currently conducted. In furtherance and not in limitation of the foregoing, from and after the date hereof and to the Closing, except (aA) as set forth on Schedule 5.1 or as otherwise expressly contemplated by this Agreement, or (bB) as relates to Excluded Assets or Retained Liabilitiesthe Buyer shall otherwise consent in writing, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement consent shall not be unreasonably withheld)withheld or delayed, Seller shall notParent covenants and agrees that it shall, and shall not permit any Subsidiary cause the Sold Companies and the Asset Sellers to, between in each case with respect to the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing Except as set forth below required by this Agreement (including Section 5.05(b)), applicable Law, or the Merger Agreement or with the prior written consent of the Acquiror, which agreement consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, during the period from the date of this Agreement until the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, the Company shall, and shall cause each of its Subsidiaries to, (x) to the extent within its control, conduct the Business in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to maintain and preserve intact the Business’s organization, the Transferred Assets, present line of business, rights, Permits, business relationships with customers, suppliers and partners and retain the services of its officers and employees. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing or, if earlier, the date on which this Agreement is terminated pursuant to Section 9.01, except (a) as expressly contemplated permitted by this Agreement (including Section 5.05(b)) or the Merger Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller corresponding subsection of Section 5.01 of the Sellers Disclosure ScheduleSchedule or with the prior written consent of the Acquiror, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement consent shall not be unreasonably withheld), Seller delayed or conditioned, the Company shall not, and shall not permit any Subsidiary cause each of its Subsidiaries not, in each case with respect to the Business, to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following:

Conduct of Business Prior to the Closing. Unless Purchaser (bk) Each of the Sellers agrees that, during the period from the date hereof until the Closing or such earlier time as this Agreement may be terminated in accordance with its terms, except as (I) otherwise agrees in writing as set forth below expressly permitted or required by this Agreement or the other Ancillary Agreements, (which agreement shall not be unreasonably withheld or delayedII) and except (a) as expressly contemplated by this Agreementthe Company Restructuring, (bIII) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between (IV) set forth in Section 5.01(a) of the date hereof and the Closing DateDisclosure Schedules, Seller or (V) consented to by Purchaser in writing (which consent shall (and not be unreasonably conditioned, withheld or delayed), it shall cause its the Companies and their Subsidiaries to) (i) to conduct the Business only in the ordinary course, course consistent with past practice in all material respectspractice, and (ii) Sellers will cause the Companies and their Subsidiaries to use its their commercially reasonable efforts to preserve intact their business organization, to keep available the services of the their current officers, key employees officers and consultants of the Business Employees and to preserve the current present relationships with those Persons having significant business relationships with the Companies or any of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Businesstheir Subsidiaries. Without limiting the foregoing, generality of the foregoing and as an extension thereof, except as (A) otherwise expressly permitted or required by this Agreement or the other Ancillary Agreements, (B) contemplated by the Company Restructuring, (C) required by applicable Law, (D) set forth in Section 5.01(a) of the Seller Disclosure Schedule, as otherwise contemplated Schedules or (E) consented to by this Agreement, as required by applicable Law or as otherwise agreed Purchaser in writing by Purchaser (which agreement consent shall not be unreasonably withheldconditioned, withheld or delayed), Seller during the period specified in the preceding sentence, each of the Sellers shall not, and shall not permit the Companies or any Subsidiary of their Subsidiaries to, between to the date hereof and extent it relates to the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below Except (which agreement shall not be unreasonably withheld or delayed) and except (aw) as otherwise expressly contemplated or permitted by the terms of this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (cx) as set forth in Section 5.01 5.1-2 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Company Disclosure Schedule, as otherwise contemplated by this Agreement, (y) as required by applicable Law or as otherwise agreed in writing by (z) with the prior written consent of the Purchaser (which agreement consent shall not be unreasonably withheld, conditioned or delayed), Seller shall notduring the period from the date of this Agreement to the Closing Date (the “Pre-Closing Period”), the Company shall, and shall not permit any Subsidiary cause each of its Subsidiaries to, between (i) conduct its business in the date hereof ordinary course consistent with past practice, (ii) use reasonable best efforts to preserve intact its current business organizations and its rights and Permits issued by Governmental Entities, keep available the Closing Dateservices of its current officers and key employees and preserve its relationships with customers, directly suppliers, Governmental Entities and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired and (iii) not take any action that would reasonably be expected to materially adversely affect or indirectly, do, materially delay the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or agree to do, any by the other Transaction Agreements or materially adversely affect or materially delay the consummation of the following:transactions contemplated hereby or by the other Transaction Agreements.

Conduct of Business Prior to the Closing. Unless NPC covenants and agrees that, without the prior written consent of the Purchaser otherwise agrees in writing as set forth below (which agreement consent shall not be unreasonably withheld withheld, delayed or delayed) and conditioned), except (a) as expressly contemplated described in Section 6.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement, (b) as relates to Excluded Assets or Retained Liabilitiesbetween the execution and delivery of this Agreement and the Closing, (c) as set forth in Section 5.01 it shall and, each of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof Sellers agrees to cause NPC and the Closing Date, Seller shall (and shall cause its Subsidiaries to) to (ia) conduct the Business only its business in the ordinary course, consistent with past practice course in all material respects, and (iib) use its commercially reasonable efforts to keep available preserve intact, in all material respects, the services business organization of the current officersNPC and its Subsidiaries, key employees (c) use its commercially reasonable efforts to continue their respective marketing and consultants of the Business promotional activities, and purchasing and pricing policies, and (d) use its commercially reasonable efforts to preserve the current goodwill associated with NPC and its Subsidiaries, including preserving their respective relationships with material customers and suppliers. Except as described in Section 6.01 of the Seller and each Subsidiary with each of the customersDisclosure Schedule or expressly contemplated, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated permitted or required by this Agreement, as required by applicable Law or as otherwise agreed in writing by NPC covenants and agrees that it shall not, and shall cause each of its Subsidiaries not to, and each of the Sellers agrees to cause NPC and its Subsidiaries not to, between the execution and delivery of this Agreement and the Closing, without the prior written consent of the Purchaser (which agreement consent shall not be unreasonably withheld, delayed or conditioned), Seller shall not(i) take, and shall not permit omit to take or authorize any Subsidiary toactions that, if taken between the date hereof of the Interim Balance Sheet and the Closing Date, directly or indirectly, do, or agree to do, any date of the following:this Agreement,

Conduct of Business Prior to the Closing. Unless Purchaser Each of the Sellers (and, following the Stock Transfer, Spiegel, in case of clauses (ii) or (iii)) covenants and agrees that, except as required by the Bankruptcy Court, the Canadian Court (where applicable) or applicable Law, as may otherwise agrees be approved in advance in writing by the Purchaser, or as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth described in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedule, between the date hereof and the Closing DateClosing, Seller it (to the extent it relates to the Business) shall (and shall cause use its Subsidiaries to) commercially reasonable efforts in the context of its Chapter 11 Case (i) to conduct (and, following the Business only Stock Transfer, cause Newco to conduct), its businesses in the ordinary course, consistent with past practice course in all material respects, and (ii) use its commercially reasonable efforts to keep available preserve (and, following the services of Stock Transfer, cause Newco to preserve), intact in all material respects the current officers, key employees and consultants business organization of the Business and to preserve (iii) promptly, in the current relationships case of the Seller Sellers, inform the Purchaser in writing of any material variances from the representations and each Subsidiary with each warranties of the customersSellers contained herein or any breach of any covenant or agreement hereunder by a Seller or Spiegel. Except as permitted or required by the DIP Loan Agreement, suppliers and other Persons with whom or required by the Business has business relations Bankruptcy Court, the Canadian Court (where applicable) or applicable Law, or as is reasonably necessary to preserve substantially intact described in Section 5.01 of the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreementeach Seller (and, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld)following the Stock Transfer, Seller shall not, Spiegel) covenants and shall not permit any Subsidiary toagrees that, between the date hereof and the Closing DateClosing, directly or indirectly, do, or agree to do, any without the prior written consent of the followingPurchaser, it will not, and will cause Newco not to, in respect of any Pur chased Assets or Assumed Liabilities:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing (a) Except as required by applicable Law or as required or expressly contemplated by the terms of this Agreement or the Transaction Agreements (other than with respect to the Reorganization), and except as set forth below in Schedule 7.01, from the date of this Agreement through the earlier to occur of the Closing or the valid termination of this Agreement, unless Buyer otherwise consents in advance in writing (which agreement consent shall not be unreasonably withheld withheld, delayed or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Dateconditioned), Seller shall (shall, and shall cause its Subsidiaries the Asset Transferors and Acquired Companies to) , use their commercially reasonable efforts consistent with past practice to (i) conduct the Business only in all material respects in the ordinary course, course consistent with past practice practice, other than as required to effect to the Reorganization, (ii) solely with respect to matters pertaining to the Business, other than as required to effect the Reorganization, preserve intact in all material respectsrespects the business organizations, operations, the Business IP, personal property, material structures and equipment, and (ii) use its commercially reasonable efforts to keep available the services goodwill of the Business, and maintain in all material respects the current officers, key employees and consultants business relationships of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the material customers, suppliers or vendors, contractors, licensors, Business Employees and other Persons with whom the Business has business relations as is reasonably necessary does business. For the avoidance of doubt, no covenant in this Agreement shall require Seller or any of its Subsidiaries to preserve substantially intact pay any compensation to any Business Employee solely for the Business. Without limiting purpose of inducing such Business Employee to (x) accept employment with Buyer or any of its Buyer Affiliates from and after the foregoingClosing or (y) continue their employment with Seller and its Affiliates until the Closing; provided, and as an extension thereofhowever, except as set forth in that the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement foregoing shall not be unreasonably withheld), relieve Seller shall not, and shall not permit its Subsidiaries of any Subsidiary to, between obligation under this Agreement to provide the Business Employees as a group with any benefits it provides to the employees of the Retained Business as a group after the date hereof and the Closing Date, directly or indirectly, do, or agree prior to do, any of the following:Closing.

Conduct of Business Prior to the Closing. Unless Purchaser Between the date of this Agreement and the Closing Date, unless the Buyer shall otherwise agrees agree in writing writing, and except as required to comply with any applicable Order of the Bankruptcy Court, the provisions of the Bankruptcy Code (provided such Order conforms to the provisions of this Agreement and the Lease and Operating Agreement) or any other limitations imposed on the Seller and Debtor Affiliates as a result of the Chapter 11 Case, the Seller shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts to conduct the Business in all material respects in the Ordinary Course of Business and to the extent applicable, consistent with the requirements of the Bankruptcy Code, and the Seller shall, and shall cause its applicable Affiliates to, use its and their commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom the Seller and such Affiliates deal in connection with the conduct of the Business in the ordinary course. Except as set forth below in Schedule 5.1 of the Disclosure Schedules, between the date of this Agreement and the Closing Date, without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld withheld, conditioned or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law (including the Bankruptcy Code) or as otherwise agreed in writing by Purchaser a Governmental Authority of competent jurisdiction (which agreement shall not be unreasonably withheldincluding the Bankruptcy Court), the Seller shall not, and shall cause its applicable Affiliates not permit any Subsidiary to, between with respect to the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser (a) Except for actions taken in good faith to consummate the Reorganization or as otherwise agrees in writing expressly permitted or expressly required by this Agreement or as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 on Schedule 6.1 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedules, between the date hereof of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall use its commercially reasonable efforts to cause the Company and any other applicable Affiliates (and shall cause its Subsidiaries toincluding Applicable Entities) (i) to conduct the Terminals Business only in the ordinary course, course of business consistent with past practice in all material respects, and (ii) Seller shall, and shall cause the Company and the other Applicable Entities to, use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business preserve intact in all material respects their business organization and to preserve in all material respects the current present commercial operations (including insurance policies applicable to the Terminals Business) and the present commercial relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom they conduct the Business has business relations as is reasonably necessary to preserve substantially intact the Terminals Business. Without limiting Except for actions taken in good faith to execute and effectuate the foregoing, and Reorganization Documents or as an extension thereof, except otherwise expressly permitted or expressly required by this Agreement or as set forth in Schedule 6.1 of the Seller Disclosure ScheduleSchedules, as otherwise contemplated by between the date of this AgreementAgreement and the Closing Date, as required by applicable Law or as otherwise agreed in writing by Purchaser without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall not permit any Subsidiary to, between cause the date hereof Company and the Closing Date, directly or indirectly, do, or agree to do, any of the followingother Applicable Entities not to:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, each of ICX, Seller and each Seller Subsidiary shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with Seller’s 2009 capital plan, and (iiiii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the goodwill and current relationships of the ICX, Seller and each Seller Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise expressly contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheldwithheld or delayed), neither ICX, Seller shall not, and shall not permit nor any Seller Subsidiary toshall, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of 5.01of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, each of ICX, Seller and each Seller Subsidiary shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, (ii) continue to make capital expenditures in accordance with Seller’s 2009 capital plan, and (iiiii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the goodwill and current relationships of the ICX, Seller and each Seller Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise expressly contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheldwithheld or delayed), neither ICX, Seller shall not, and shall not permit nor any Seller Subsidiary toshall, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the following:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of From the Seller Disclosure Schedule or (d) as required by applicable Law, between Effective Date until the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereofClosing, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law Schedule 6.01 or as otherwise agreed consented to in writing by Purchaser Buyer (which agreement consent shall not be unreasonably withheld, delayed or conditioned), Seller shall notSellers shall, and shall not permit any Subsidiary cause each Company to: (a) conduct the business of each Company in the ordinary course of business (including maintaining books of account and records in the usual, between regular and ordinary manner); (b) use commercially reasonable efforts to maintain and preserve intact the date hereof current organization, business and franchise of each Company, and to preserve the rights, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with each Company. From the Effective Date until the Closing Date, directly except as consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or indirectlyconditioned), do, Sellers shall not cause or agree permit any Company to do, take any action or fail to take any action that would cause any of the following:changes, events or conditions described in Section 4.06 to occur; (c) use their commercially reasonable efforts to cause certain employees of the Companies (which employees are designated by Buyer and Sellers' Representative in their commercially reasonable discretion) to enter into employment agreements with the Companies in form and substance reasonably acceptable to Buyer, Sellers' Representations and such employees. For the avoidance of doubt, nothing in this Section 6.01 shall prohibit Sellers from transferring, in compliance with applicable Law, any cash or cash equivalents (including marketable securities) out of any Company on or before the Closing Date and no such transfers shall require any consent from Buyer.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable LawThe Sellers covenant and agree that, between the date hereof and the Closing Datetime of the Closing, Seller the Companies shall (not conduct their business other than in the ordinary course and consistent with the Companies’ prior practice. Without limiting the generality of the foregoing, the Sellers shall cause its Subsidiaries to) the Companies, as applicable, to (i) conduct the Business only continue their advertising and promotional activities, and pricing and purchasing policies, in the ordinary course, consistent accordance with past practice in all material respects, and practice; (ii) not shorten or lengthen the customary payment cycles for any of their payables or receivables; (iii) use its commercially reasonable their best efforts to (A) preserve intact their business organizations and the business organization of the Business, (B) keep available to the Purchaser the services of the current officers, key employees and consultants of the Business Companies, (C) continue in full force and to effect without material modification all existing policies or binders of insurance currently maintained in respect of the Companies and the Business, and (D) preserve the their current relationships of the Seller and each Subsidiary with each of the their customers, suppliers and other Persons persons with whom which they have had significant business relationships; (iv) exercise, but only after notice to the Business has business relations as is reasonably necessary to preserve substantially intact Purchaser and receipt of the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser Purchaser’s prior written approval (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between rights of renewal pursuant to the date hereof and the Closing Date, directly or indirectly, do, or agree to do, terms of any of the following:leases or subleases set forth in Section 3.18(b) of the Disclosure Schedule which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Sellers to be untrue or result in a breach of any covenant made by the Sellers in this Agreement.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) The Seller covenants and agrees that, except as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth described in Section 5.01 5.01(a) of the Seller Seller's Disclosure Schedule or (d) as required by applicable LawSchedule, between the date hereof and the Closing Datetime of the Closing, Seller the Company shall (conduct its business in the ordinary course and consistent with the Company's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Seller's Disclosure Schedule, as requested by the Purchaser, or as required to accommodate changes in the Purchaser's business practices, the Company shall cause its Subsidiaries to) (i) conduct the Business only continue its advertising and promotional activities, and pricing and purchasing policies, including capital purchasing, in the ordinary course, consistent accordance with past practice in all material respects, and practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially all reasonable efforts to keep available (A) preserve intact its business organization,(B) cause the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each which on the date of this Agreement are seconded to the Company to be employees of the Company as of the Closing Date or such other date to be agreed upon among the Seller, the Purchaser and the Company and (C) preserve its current relationships with its customers, suppliers and other Persons persons with whom which it has significant business relationships; (iv) exercise, but only after notice to the Business has business relations as is reasonably necessary Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, terms of any of the following:material leases or subleases which by their terms would otherwise expire: and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement. 36 29

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated From and after the Effective Date until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Companies and the Subsidiary shall conduct their business in the ordinary course consistent with past practice, subject to any modifications that are mandated by Legal Requirement, Governmental Order or Order, and subject further to the right of the Companies and the Subsidiary to withdraw any assets of the Companies or the Subsidiary in excess of the . From and after the Effective Date until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, except (b) as relates to Excluded Assets or Retained Liabilities, (ci) as set forth in Section 5.01 5.05(a) of the Disclosure Schedule, (ii) as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned, or delayed and provided, further, that in the absence of Purchaser’s response to any request of Seller Disclosure Schedule within 10 business days of receipt such request shall be deemed approved by Purchaser), or (diii) as required by applicable LawLegal Requirements, between the date hereof Companies shall use commercially reasonable efforts to, the Companies shall cause the Subsidiary to use commercially reasonable efforts to, and Seller shall cause each of the Companies and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) Subsidiary to use its commercially reasonable efforts to (A) preserve intact its present business organization, (B) preserve its relationships with Providers, Enrollees, licensors, suppliers, and others to whom it has material contractual obligations or material business dealings or relations, and (C) keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof Companies and the Closing Date, directly or indirectly, do, or agree to do, any of the following:Subsidiary.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) The Seller covenants and agrees that, except as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth described in Section 5.01 5.01(a) of the Seller Seller's Disclosure Schedule or (d) as required by applicable LawSchedule, between the date hereof and the Closing Datetime of the Closing, it shall cause the Company to conduct its business in the ordinary course and consistent with the Company's prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01(a) of the Seller's Disclosure Schedule, as requested by the Purchaser, or as required to accommodate changes in the Purchaser's business practices, the Seller shall (and shall cause its Subsidiaries to) the Company to (i) conduct the Business only continue its advertising and promotional activities, and pricing and purchasing policies, including capital 30 26 purchasing, in the ordinary course, consistent accordance with past practice in all material respects, and practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially all reasonable efforts to (A) preserve intact its business organization, (B) keep available to the Purchaser the services of the current officers, key employees and consultants of the Business Company, (C) continue in full force and to effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and its business and (D) preserve the its current relationships of the Seller and each Subsidiary with each of the its customers, suppliers and other Persons persons with whom which it has significant business relationships; (iv) exercise, but only after notice to the Business has business relations as is reasonably necessary Purchaser and receipt of the Purchaser's prior written approval, any rights of renewal pursuant to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, terms of any of the following:material leases or subleases which by their terms would otherwise expire: and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement.

Conduct of Business Prior to the Closing. Unless Purchaser Between the date of this Agreement and the earlier of the date of the valid termination of this Agreement or the Closing Date, unless Buyer shall otherwise agrees consent to in writing as set forth below (which agreement shall such consent not to be unreasonably withheld withheld, delayed or delayedconditioned, and provided that if Buyer’s response is not provided within a reasonable time not to exceed five (5) Business Days (or ten (10) Business Days if the matter requires discussion and approval by Buyer's Board of Directors) of the receipt by Buyer of Company’s written request, Buyer shall be deemed to have consented in writing to such request, in accordance with this Section 6.1), and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and business of the Closing Date, Seller Acquired Companies shall (and shall cause its Subsidiaries to) (i) conduct the Business be conducted only in the ordinary course, course of business consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Businesspractice. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof of this Agreement and the earlier of the date of the valid termination of this Agreement or the Closing Date, none of the Acquired Companies shall do, or propose to do, directly or indirectly, do, or agree to do, any of the following:, unless pursuant to this Agreement, without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned, and provided that if Buyer’s response is not provided within a reasonable time not to exceed five (5) Business Days (or ten (10) Business Days if the matter requires discussion and approval of the Buyer’s Board of Directors) of the receipt by Buyer of Company’s written request, Buyer shall be deemed to have consented in writing to such request, in accordance with this Section 6.1):

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees Except (A) as consented to in writing as set forth below (by the Buyer, which agreement consent shall not be unreasonably withheld withheld, conditioned or delayed) and except , (aB) as expressly contemplated by this Agreement or any Ancillary Agreement, (bC) as relates to Excluded Assets or Retained Liabilitiesdisclosed on Schedule 5.1, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (dD) as required by applicable Law (including COVID-19 Measures), (E) as necessary to preserve the health and safety of employees, customers and other natural persons involved in, or coming into contact with, the Business, or (F) for the oversight of the Business by Governmental Authorities (or their designees) as part of the approval process under applicable Competition/Foreign Investment Laws, the Seller (with respect to the Business) (or its designee under applicable Law) shall use commercially reasonable efforts, between from and after the date hereof of this Agreement and until the Closing DateClosing, Seller shall (and shall cause its Subsidiaries to) to (i) conduct the operations of the Business only in the ordinary course, course consistent with past practice in all material respectsrespects with past practice, and (ii) use its commercially reasonable efforts to keep available the services of the current officersmaintain satisfactory relationships with suppliers, key employees customers and consultants of the Business and to preserve the current others having material business relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the generality of the foregoing, and except (x) as an extension thereofexpressly contemplated by this Agreement or any Ancillary Agreement, except (y) as set forth in the Seller Disclosure Scheduleon Schedule 5.1, as otherwise contemplated by this Agreement, or (z) as required by applicable Law (including COVID-19 Measures), the Seller (with respect to the Business) (or as otherwise agreed in writing by Purchaser (its designee under applicable Law) shall not, do any of the following without the prior written consent of the Buyer, which agreement consent shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly conditioned or indirectly, do, or agree to do, any of the followingdelayed:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise The Company covenants and agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, that between the date hereof and the Closing Datetime of the Closing, Seller neither the Company nor any Subsidiary shall (conduct its business other than in the ordinary course and consistent with the Company's and such Subsidiary's prior practice. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) each Subsidiary to use its commercially reasonable best efforts to (A) preserve intact their business organizations, (B) keep available the services of the current officersEmployees, key employees and consultants of the Business and to (C) preserve the their current relationships of the Seller and each Subsidiary with each of the their customers, suppliers and other Persons with whom which they have had significant business relationships, (D) maintain (i) all of the Business has material assets and properties of the Company and the Subsidiaries in their current condition, ordinary wear and tear excepted and (ii) insurance upon all of the properties and assets of the Company and the Subsidiaries in such amounts and of such kinds comparable to that in effect on the date of this Agreement other than changes in the ordinary course and consistent with the Company's and such Subsidiary's prior practice, (E) maintain the books, accounts and records of the Company and the Subsidiaries in the ordinary course of business relations as is reasonably necessary according to preserve substantially intact past practice, (F) comply in all material respects with all contractual and other obligations applicable to the Business. Without limiting operation of the foregoingCompany and the Subsidiaries; (G) continue to collect accounts receivable and pay accounts payable utilizing normal procedures, and (H) comply in all material respects with all applicable Laws consistent with past practice. Except as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated expressly permitted by this Agreement, as required by applicable Law or as otherwise agreed consented to in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary toPurchaser, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any time of the followingClosing, the Company shall not, and shall cause each Subsidiary not to:

Conduct of Business Prior to the Closing. Unless Purchaser Purchasers otherwise agrees agree in writing and except as otherwise set forth below (which agreement shall not be unreasonably withheld herein or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Lawincluding Schedule 5.1 thereof), between the date hereof of this Agreement and the Closing Date, Seller shall (Sellers shall, and shall cause its WCS, the WC Subsidiaries and each Affiliate of WC to) (i) , and WCS shall, conduct the Business only in the ordinary course, consistent course and in material compliance with past practice in all material respects, applicable Laws and (ii) use its commercially their respective reasonable commercial efforts to preserve intact the business relationships of the Business, keep available the services service of the current officers, key employees Employees and consultants persons who may become Employees and maintain satisfactory relationships with the suppliers to and customers of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the generality of the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement WCS shall not be unreasonably withheld), Seller shall not, (and shall not permit any WC Subsidiary to, between the date hereof and the Closing Date, directly ) (i) take or indirectly, do, undertake or agree incur or permit to do, exist any of the following:acts, transactions, events or occurrences specified in Section 3.8, above, without the prior written consent of Purchasers or (ii) enter into, sign, extend, renew or modify any real property lease without the prior written consent of Purchaser. The foregoing notwithstanding, this Section 5.1 shall not limit in any way (x) Sellers' ability to cause WCS to make distributions of cash to Sellers (y) Sellers' ability to take or to cause WCS to take any action with respect to any Intercompany Account and no such distribution shall be deemed to breach any provision hereof or (z) Sellers' ability to comply with Sections 2.8 (Distributorship Agreement) and 5.1(e) (Nortel accounts receivable) of the Nortel Agreement.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Each of the Sellers agrees that, during the period from the date hereof until the Closing or such earlier time as this Agreement may be terminated in accordance with its terms, except as (A) otherwise expressly contemplated permitted or required by this Agreement, (b) as relates to Excluded Assets or Retained Liabilitiesthe Ancillary Agreements, the Interaffiliate Contracts, (cB) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between (C) set forth in Section 5.01(a) of the date hereof and the Closing DateDisclosure Letter, Seller or (D) consented to by Purchasers in writing (which consent shall (and not be unreasonably conditioned, withheld or delayed), Sellers shall cause its Subsidiaries to) use their commercially reasonable efforts to (i) cause the Target Companies and each of their respective Subsidiaries to conduct the Business only their operations in the ordinary course, course consistent with past practice in all material respectspractice, and (ii) use its commercially reasonable efforts preserve intact their business organization, to keep available the services of the their current officers, key employees and consultants of the Business officers and to preserve the current present relationships with those Persons having business relationships with the Target Companies or any of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Businesstheir respective Subsidiaries. Without limiting the foregoing, generality of the foregoing and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as (A) otherwise contemplated expressly permitted or required by this Agreement, as the Ancillary Agreements, the Interaffiliate Contracts, (B) required by applicable Law Law, (C) set forth in Section 5.01(a) of the Disclosure Letter, or as otherwise agreed (D) consented to by Purchasers in writing by Purchaser (which agreement consent shall not be unreasonably withheldconditioned, withheld or delayed), Seller during the period specified in the preceding sentence, each of the Sellers shall not, not and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly Target Companies or indirectly, do, or agree to do, any of the followingtheir respective Subsidiaries to:

Conduct of Business Prior to the Closing. Unless Purchaser From the date hereof until the Closing (the “Interim Period”), except as otherwise agrees provided in this Agreement or consented to in writing as set forth below by the Purchaser (which agreement consent shall not be unreasonably withheld withheld, conditioned or delayed) ), the Sellers shall, and except shall cause the Group Companies to, (a) as expressly contemplated by this Agreement, conduct the business of the Group Companies in the ordinary course of business consistent with past practice; and (b) as relates use commercially reasonable efforts to Excluded Assets or Retained Liabilitiesmaintain and preserve intact in all material respects the current organization, (c) as set forth in Section 5.01 business and franchise of the Seller Disclosure Schedule or (d) Group Companies and to preserve in all material respects the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having business relationships with the Group Companies. Without limiting the foregoing, from the date hereof until the Closing Date, except as required by applicable Law, the Sellers shall cause the Group Companies not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.8 to occur; provided, that nothing in this Agreement shall prohibit the Sellers or the Group Companies from making ordinary course payments (including with respect to Indebtedness) and tax distributions to the equityholders of Holdco between the date hereof and the Closing DateClosing; provided, Seller further, that the Sellers or the Group Companies shall provide written notice to the Purchaser prior to making any such tax distributions. Notwithstanding anything to the contrary herein, during the Interim Period, the Purchaser hereby agrees that it will respond within twenty-four (and shall cause its Subsidiaries to24) hours to any written requests by the Sellers’ Representative or any authorized officer of the Group Companies to take any actions or inactions that would be prohibited by this Section 6.1 without the prior written consent of the Purchaser (iemail to suffice) conduct the Business only in the ordinary courseevent that the Sellers reasonably believe they may need to take or omit to take, consistent with past practice or cause a Group Company to take or omit to take, in good faith any and all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations actions necessary or advisable as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, doa result of, or agree to dootherwise in connection with, any of the following:COVID-19 pandemic.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the The Seller Disclosure Schedule or (d) as required by applicable Lawcovenants and agrees that, between the date hereof and the Closing DateClosing, the Company shall not conduct (without the prior written consent of Purchaser) the Business other than in the ordinary course and in a manner which does not adversely affect the Company or its Business. Without limiting the generality of the foregoing, the Seller shall (and shall cause its Subsidiaries to) the Company to (i) conduct the Business only continue its advertising and promotional activities, and pricing and purchasing policies, in the ordinary course, consistent accordance with past practice in all material respects, and practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use its commercially reasonable best efforts to (A) preserve intact its business organization and the business organization of the Business, (B) keep available to the Purchaser the services of the current officersemployees of the Company, key employees (C) continue in full force and consultants effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company and the Business and to (D) preserve the its current relationships of the Seller and each Subsidiary with each of the its customers, suppliers and other Persons persons with whom which it has significant business relationships; (iv) exercise, but only after notice to the Business has business relations as is reasonably necessary Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, terms of any of the following:leases or subleases which by their terms would otherwise expire; and (v) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Company to be untrue or result in a breach of any covenant made by the Seller in this Agreement.

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) Each of the Sellers agrees that, during the period from the date hereof until the Closing or such earlier time as this Agreement may be terminated in accordance with its terms, except as (I) otherwise expressly permitted or required by this Agreement or the other Ancillary Agreements, (II) contemplated by this Agreementthe Company Restructuring, (bIII) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between (IV) set forth in Section 5.01(a) of the date hereof and the Closing DateDisclosure Schedules, Seller or (V) consented to by Purchaser in writing (which consent shall (and not be unreasonably conditioned, withheld or delayed), it shall cause its the Companies and their Subsidiaries to) (i) to conduct the Business only in the ordinary course, course consistent with past practice in all material respectspractice, and (ii) Sellers will cause the Companies and their Subsidiaries to use its their commercially reasonable efforts to preserve intact their business organization, to keep available the services of the their current officers, key employees officers and consultants of the Business Employees and to preserve the current present relationships with those Persons having significant business relationships with the Companies or any of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Businesstheir Subsidiaries. Without limiting the foregoing, generality of the foregoing and as an extension thereof, except as (A) otherwise expressly permitted or required by this Agreement or the other Ancillary Agreements, (B) contemplated by the Company Restructuring, (C) required by applicable Law, (D) set forth in Section 5.01(a) of the Seller Disclosure Schedule, as otherwise contemplated Schedules or (E) consented to by this Agreement, as required by applicable Law or as otherwise agreed Purchaser in writing by Purchaser (which agreement consent shall not be unreasonably withheldconditioned, withheld or delayed), Seller during the period specified in the preceding sentence, each of the Sellers shall not, and shall not permit the Companies or any Subsidiary of their Subsidiaries to, between to the date hereof and extent it relates to the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between Between the date hereof of this Agreement and the Closing Date, Seller except in connection with the Office Relocation or Construction Obligations or unless the Buyer shall (and shall cause its Subsidiaries to) (i) conduct otherwise agree in writing, the Business shall be conducted in all material respects only in the ordinary course, consistent with past practice course of business and in all material respectsthe same manner as such operations have been conducted prior to the date of this Agreement, and (iix) the Seller shall use its commercially reasonable efforts to (i) preserve the operations, organization and goodwill of the Business, (ii) preserve the material business relationships with customers, suppliers, distributors and others with whom the Seller or its Affiliates deal in connection with the conduct of the Business in the ordinary course and (iii) keep available the services of the current officersBusiness Employees and (y) AHC California shall use its commercially reasonable efforts to (i) continue to operate, key employees manage and consultants maintain the AHC Improvements in the ordinary course of business and in accordance with present practice, subject to ordinary wear and tear (ii) maintain the policies of insurance currently maintained with respect to the AHC Land and the AHC Improvements; and (c) not enter into any new contract for the provision of goods or services to or with respect to the AHC Property other than in the ordinary course of business, or renew, extend, modify or replace any of its Contracts unless such contract is terminable as of the Business and to preserve Closing Date without payment of any fees or penalty or unless the current relationships of the Seller and each Subsidiary with each of the customersBuyer expressly consents thereto in writing, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Businesswhich approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, and as an extension thereof, except as set forth on Schedule 5.1 or in connection with the Seller Disclosure ScheduleOffice Relocation or Construction Obligations, as otherwise contemplated by between the date of this AgreementAgreement and the Closing Date, as required by applicable Law or as otherwise agreed in writing by Purchaser without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any ensure none of the followingits Affiliate shall:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees From and following the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in writing accordance with its terms, except as set forth below contemplated by this Agreement (which agreement shall including, but not be unreasonably withheld limited to, Section 5.15) or delayed) and except (a) as expressly in furtherance of the transactions contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between or as set forth in Schedule 5.1 of the date hereof and Disclosure Letter, or as the Closing DateBuyer shall have agreed to in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall (and A) shall cause its Subsidiaries to) (i) conduct the Business only to be conducted in all material respects in the ordinary coursecourse of business, substantially consistent with past practice in all material respects, and shall cause each Company Group Member to use its best efforts to: (i) preserve substantially intact its business organization and assets; (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees Senior Employees and consultants who are, in each case, material to the business of the Business and to each Company Group Member; (iii) preserve the current relationships of each Company Group Member with its Major Customers, material suppliers and other persons with which any Company Group Member has significant business relations; and (iv) keep and maintain their respective material assets and properties in good repair and normal operating condition, wear and tear excepted; provided, however, that in no event shall Seller be deemed to have breached any of its obligations under this Section 5.1 or to have breached any of the Seller representations and each Subsidiary with each warranties made by it in this Agreement, if any of the customers, suppliers and suppliers, distributors, employees and/or other Persons persons or entities with whom any Company Group Member has a business relationship, changes or terminates such relationship as a result of the Business has business relations as is reasonably necessary to preserve substantially intact public announcement or the Business. Without limiting consummation of the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise transactions contemplated by this AgreementAgreement or the Ancillary Agreements, as required by applicable Law or as otherwise agreed in writing by Purchaser and (which agreement shall not be unreasonably withheld), Seller B) shall not, in respect of each Company Group Member, and shall cause each Company Group Member not permit any Subsidiary to, between the date hereof and the Closing Date, do directly or indirectly, do, or agree to do, any of the following:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise The Seller covenants and agrees in writing that, except as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth described in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedule, between the date hereof and the Closing DateClosing, the Seller shall cause the Acquired Companies to, (and shall cause its Subsidiaries to) (ix) conduct the Business only in the ordinary course, consistent with past practice Ordinary Course of Business in all material respectsrespects (other than with respect to the (i) levels or balances of factoring arrangements of the Acquired Companies, (ii) dissolution or combination of Dormant Subsidiaries, and (iiiii) movement of cash among the Acquired Companies and the Seller to the extent pursuant to the Cash Redomicile Plan, which foregoing activities, for the avoidance of doubt, shall be expressly permitted under this Section 5.01), and (y) use its commercially reasonable efforts to keep available (1) preserve substantially intact the services business organization of the current officersBusiness, key employees (2) maintain its goodwill and consultants of the Business and to preserve the current its relationships of the Seller and each Subsidiary with each of the customers, suppliers suppliers, regulators and other Persons with whom business relationships with the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoingAcquired Companies, and (3) retain the services of its officers and key employees. Except as an extension thereof, except as set forth described in Section 5.01 of the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld), the Seller shall not, covenants and shall not permit any Subsidiary toagrees that, between the date hereof and the Closing DateClosing, directly or indirectly, do, or agree to do, any without the prior written consent of the followingPurchaser, the Seller will not (in relation to the Acquired Companies), and will cause the Acquired Companies not to:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof Each Cliffstar Company covenants and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereofagrees that, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as set forth in Schedule 5.01(a) of the Sellers’ Disclosure Letter, as required by applicable Law or as otherwise agreed consented to by Purchaser in writing by Purchaser (which agreement consent shall not be unreasonably withheldconditioned, withheld or delayed), Seller shall not, at all times from and shall not permit any Subsidiary to, between after the date hereof through and to the Closing Date it will: (x) operate its respective business in the ordinary course consistent with past practice, including with respect to the collection of accounts receivable and the payment of accounts payable and other debts, obligations and Liabilities when due (except for those disputed in good faith); and (y) use commercially reasonable efforts to: (A) preserve in all material respects its present business operations, organization and goodwill, including the Assets, and (B) preserve in all material respects the present relationships which it has with its vendors, customers, suppliers, employees, contractors, regulators and other Persons having business relationships with it. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, directly or indirectly, do, or agree to do, any each of the following:Cliffstar Companies shall, and the Sellers’ Representative shall cause each Cliffstar Company to, except as otherwise contemplated by this Agreement or as required by applicable Law or as consented to by Purchaser in writing (which consent shall not be unreasonably conditioned, withheld or delayed):

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, Except as otherwise contemplated by this Agreement, as required by applicable Law Law, or as set forth in Section 6.1 of the Company Disclosure Letter, between the date of this Agreement and the Closing Date, unless the Buyer shall otherwise agreed provide its prior consent in writing by Purchaser (which agreement consent shall not be unreasonably withheld, conditioned, or delayed), Seller shall notthe Company shall, and shall not permit any Subsidiary cause each of its Subsidiaries to, (i) conduct the business of the Company and its Subsidiaries, taken as a whole, in the ordinary course of business consistent with past practice in all material respects and (ii) use commercially reasonable efforts to preserve intact the business of the Company and its Subsidiaries, taken as a whole, keep available the services of its employees, preserve the goodwill of the business of the Company, and preserve the Company’s relationships with suppliers and customers of the Company. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement, as required by Law, or as set forth in Section 6.1 of the Company Disclosure Letter, between the date hereof of this Agreement and the Closing Date, directly or indirectlywithout the prior consent of the Buyer (which consent shall not be unreasonably withheld, doconditioned, or agree to dodelayed), none of the Company or any of the followingits Subsidiaries will:

Conduct of Business Prior to the Closing. Unless Purchaser Except as otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this AgreementAgreement (including in connection with the Reorganization), (b) as relates to Excluded Assets the Ancillary Agreements or Retained Liabilities, (c) as set forth in Section 5.01 5.2 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedules, between the date hereof of this Agreement and the Closing Date, Seller unless the Buyer shall otherwise provide its prior written consent (and which consent shall cause its Subsidiaries tonot be unreasonably withheld, conditioned or delayed), (a) (i) conduct the Business shall be conducted only in the ordinary course, course of business consistent with past practice in all material respects, and (iib) the Seller shall use its commercially reasonable best efforts to keep available maintain and preserve intact its business organization, advantageous business relationships and retain the services of the current officers, its officers and key employees and consultants of the Business and to preserve the current relationships of (c) neither the Seller and each Subsidiary with each nor the Buyer shall take any action that would prohibit or materially impair or delay the ability of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in either the Seller Disclosure Schedule, or the Buyer to obtain any necessary approvals of any regulatory agency or other Governmental Authority required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Except as otherwise contemplated by this AgreementAgreement (including in connection with the Reorganization), as required by applicable Law the Ancillary Agreements or as otherwise agreed set forth in writing by Purchaser Section 5.2 of the Disclosure Schedules, between the date of this Agreement and the Closing Date, without the prior written consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, to the extent related primarily to the Business, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly Company or indirectly, do, or agree to do, any of the followingits Subsidiaries to:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees The Seller Parties and the Acquired Companies agree that, except as described in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) Section 5.01 of the Disclosure Schedule and except (a) as expressly contemplated by provided for in this Agreement, between the date of this Agreement and the earlier of (b1) as relates the Closing Date and (2) the date this Agreement is terminated pursuant to Excluded Assets ARTICLE IX, each of the Seller Parties and the Acquired Companies shall conduct the Acquired Companies’ business in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to: (x) maintain and preserve intact in all material respects the Acquired Companies’ business organization; (y) keep available the services of each Acquired Company’s current senior officers and management employees (which efforts shall not require any Acquired Company to increase the compensation or Retained Liabilitiesbenefits of any such officer or employee); and (z) duly comply with all Laws applicable to each Acquired Company. Without limiting the generality of the foregoing, except (cA) as set forth in Section 5.01 of the Seller Disclosure Schedule Schedule, or (dB) as required by applicable Law, between provided in this Agreement from the date hereof of this Agreement and up to and including the earlier of (1) the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, Date and (ii2) use its commercially reasonable efforts the date this Agreement is terminated pursuant to keep available the services of the current officersARTICLE IX, key employees and consultants of the Business and to preserve the current relationships each of the Seller Parties and the Acquired Companies shall not (in each Subsidiary with each case, without the prior consent of the customersPurchaser, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as otherwise agreed in writing by Purchaser (which agreement consent shall not be unreasonably withheld, conditioned or delayed), Seller shall not, and shall not permit any Subsidiary to, between with respect to the date hereof and Acquired Companies or the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between Between the date hereof of this Agreement and the Closing Date, Seller unless the Buyer or the Acquisition Sub shall otherwise consent in writing (and which consent shall cause its Subsidiaries to) not be unreasonably withheld, delayed or conditioned), (i) conduct the Business shall be conducted only in the ordinary course, consistent with past practice course of business in all material respects, except for any and all reasonable actions taken by the Seller and the Company in connection with the transfers to the Seller of (A) cash from the Company’s bank accounts and (B) the trade accounts receivable that are derived from the Seller’s products and businesses (other than the Company’s business) from the Company’s accounts receivable, including all documentation and rights to any billed or future trade accounts receivable derived from the Seller’s products and businesses (other than the Company’s business), including, but not limited to, actions taken with respect to the books and records of the Company and the Seller’s and the Company’s customers and (ii) the Company shall use its commercially reasonable efforts to keep available preserve intact in all material respects its business organization. Between the services date of this Agreement and the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereofClosing Date, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law the Company shall not, without the prior consent of the Buyer or as otherwise agreed in writing by Purchaser the Acquisition Sub (which agreement consent shall not be unreasonably withheld), Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly delayed or indirectly, do, or agree to do, any of the following:conditioned):

Conduct of Business Prior to the Closing. Unless Purchaser Except as otherwise agrees in writing as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets Agreement or Retained Liabilities, (c) as set forth in Section 5.01 on Schedule 5.1 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedules, between the date hereof of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall (cause the business of the Transferred Group to be conducted in accordance with applicable Law and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary coursecourse of business consistent with past practice, and the Seller shall cause the members of the Transferred Group to use their respective commercially reasonable efforts to (x) preserve intact in all material respects their business organization, goodwill and relationships, (y) keep available the services of senior managers and key employees of the Transferred Group, and (z) maintain the Transferred Group's assets and properties and the Assets in good working order and condition, consistent with past practice and in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary accordance with each of the customers, suppliers and other Persons with whom the Business has business relations applicable Law. Except as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except otherwise expressly contemplated by this Agreement or as set forth in on Schedule 5.1 of the Seller Disclosure ScheduleSchedules, as otherwise contemplated by between the date of this AgreementAgreement and the Closing Date, as required by applicable Law or as otherwise agreed in writing by Purchaser without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall not permit any Subsidiary to, between the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any cause each member of the followingTransferred Group and Asset Transferors not to:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing The Seller Entities covenant and agree that, except as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth described in Section 5.01 of the Seller Disclosure Schedule Letter, as contemplated, permitted or (d) required by this Agreement or any of the Ancillary Agreements, or as required necessary to effect the Internal Reorganization, or as required, and permitted, by applicable Law, between the date hereof and the Closing DateClosing, the Seller shall (and Entities shall cause its the Company and the Target Subsidiaries to) to each (i) conduct the Business only its business in the ordinary course, consistent with past practice in all material respects, Ordinary Course; and (ii) use its commercially reasonable efforts to keep available the services of the current officerspreserve intact its good relationships with customers, key vendors, creditors, licensees, lessors, employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customersother parties. Except as contemplated, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated permitted or required by this Agreement, the transactions contemplated hereby (including the Internal Reorganization), or as required required, and permitted, by applicable Law or as otherwise agreed in writing by Purchaser (which agreement shall not be unreasonably withheld)Law, the Seller shall not, Entities covenant and shall not permit any Subsidiary toagree that, between the date hereof and the Closing DateClosing, directly without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or indirectlydelayed), do, or agree to do, neither the Company nor any of the followingTarget Subsidiaries will do any of the following with respect to the Target Subsidiaries, or in connection with clause (b), (c), or (d) below, with respect to the Company and its Subsidiaries:

Conduct of Business Prior to the Closing. Unless Purchaser Between the ---------------------------------------- date of this Agreement and the Closing Date, unless the Buyer shall otherwise agrees agree in writing writing, and except as required to comply with any applicable Order of the Bankruptcy Court, the provisions of the Bankruptcy Code (provided such -------- Order conforms to the provisions of this Agreement and the Lease and Operating Agreement) or any other limitations imposed on the Seller and Debtor Affiliates as a result of the Chapter 11 Case, the Seller shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts to conduct the Business in all material respects in the Ordinary Course of Business and to the extent applicable, consistent with the requirements of the Bankruptcy Code, and the Seller shall, and shall cause its applicable Affiliates to, use its and their commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom the Seller and such Affiliates deal in connection with the conduct of the Business in the ordinary course. Except as set forth below in Schedule 5.1 of the Disclosure Schedules, between the date of this Agreement ------------ and the Closing Date, without the prior consent of the Buyer (which agreement consent shall not be unreasonably withheld withheld, conditioned or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 of the Seller Disclosure Schedule or (d) as required by applicable Law, between the date hereof and the Closing Date, Seller shall (and shall cause its Subsidiaries to) (i) conduct the Business only in the ordinary course, consistent with past practice in all material respects, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Business has business relations as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except as set forth in the Seller Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law (including the Bankruptcy Code) or as otherwise agreed in writing by Purchaser a Governmental Authority of competent jurisdiction (which agreement shall not be unreasonably withheldincluding the Bankruptcy Court), the Seller shall not, and shall cause its applicable Affiliates not permit any Subsidiary to, between with respect to the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness:

Conduct of Business Prior to the Closing. Unless Purchaser otherwise agrees in writing Except as required by this Agreement or as set forth below (which agreement shall not be unreasonably withheld or delayed) and except (a) as expressly contemplated by this Agreement, (b) as relates to Excluded Assets or Retained Liabilities, (c) as set forth in Section 5.01 on Schedule 5.1 of the Seller Disclosure Schedule or (d) as required by applicable LawSchedules, between the date hereof of this Agreement and the Closing Date, unless the Buyer shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall (shall, and shall cause its the Acquired Entity and the Purchased Subsidiaries to) (i) , conduct the Business only in the ordinary course, consistent with past practice in all material respectscourse of business, and (ii) the Seller shall, and shall cause the Acquired Entity and the Purchased Subsidiaries to, use its their respective commercially reasonable efforts to keep available preserve intact their business organization and the services of the current officers, present commercial relationships with key employees and consultants of the Business and to preserve the current relationships of the Seller and each Subsidiary with each of the customers, suppliers and other Persons with whom the Seller, the Acquired Entity and the Purchased Subsidiaries deal in connection with the conduct of the Business has business relations in the ordinary course. Except as is reasonably necessary to preserve substantially intact the Business. Without limiting the foregoing, and as an extension thereof, except otherwise required by this Agreement or as set forth in on Schedule 5.1 of the Seller Disclosure ScheduleSchedules, as otherwise contemplated by between the date of this AgreementAgreement and the Closing Date, as required by applicable Law or as otherwise agreed in writing by Purchaser without the prior written consent of the Buyer (which agreement consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause the Acquired Entity and each of the Purchased Subsidiaries not permit any Subsidiary to, between in connection with the date hereof and the Closing Date, directly or indirectly, do, or agree to do, any of the followingBusiness: