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

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the Ordinary Course of Business; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), each the Seller shall (x) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use reasonable its best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each the Seller shall, and shall cause EyeLock Sub to:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller the Sellers shall, and shall cause the Company to: (xa) conduct the Business business of the Company in the Ordinary Course of Business; and (yb) use its commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and material business relationships of its employees, with customers, lenders, suppliers, regulators and others other Persons having relationships business dealings with it, and to keep available the Businessservices of its officers, members and key employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, each Seller except as set forth on Schedule 7.1, the Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller Sellers shall (x) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing DateDate (or the earlier termination of this Agreement in accordance with its terms), each Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shallshall take commercially reasonable efforts to:

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or termination of this Agreement as set forth in Article IX hereof, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, each Seller Sellers shall (x) conduct the Business Operations in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organizationOperations, operations and franchise and to preserve the rights, franchisesgoodwill, goodwill and relationships of its employees, franchisees, customers, lenders, suppliers, regulators regulators, and others having relationships associated with the BusinessBusiness Operations. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer Buyer, the Sellers shall, and shall cause the Acquired Entities to: (which consent shall not be unreasonably withheld or delayed), each Seller shall (xa) conduct the Business business of the Acquired Entities in the Ordinary Course of Business; and (yb) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and material business relationships of its employees, with prospective customers, lenders, suppliers, regulators and others other Persons having relationships business dealings with the Businessit. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, each Seller except as set forth on Schedule 7.1, the Sellers shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenderslicensors, suppliers, regulators licensees and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shall:shall not

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyers, each Seller shall (x) shall conduct the Business its business in the Ordinary Course of Business; and (y) shall use commercially reasonable best efforts to maintain and preserve intact its current Business business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its franchisees, prospects, employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each except as required or contemplated by this Agreement or approved in writing by Buyers, Seller shall:

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), each Seller shall (x) conduct the Business in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (y) use commercially reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, each Seller shallshall use commercially reasonable efforts to: