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

Conduct of the Business Prior to the Closing. Except as (a) contemplated by the Restructuring, (b) otherwise expressly contemplated by this Agreement or (c) disclosed on SCHEDULE 5.1, from and after the date of this Agreement and until the Closing or the earlier termination of this Agreement in accordance with its terms, the Sellers shall, and shall cause the Sold Companies and the Subsidiaries to, and only to the extent the Sellers control the following activities with respect to the Venture Entities, shall cause the Venture Entities to: (i) conduct the operations of the Business in the ordinary course of business, (ii) use their commercially reasonable efforts to maintain and preserve intact the Business and to maintain satisfactory relationships with suppliers, customers, key employees and other Persons having business relationships with the Business and (iii) make capital expenditures in accordance with past practice. Except as (a) contemplated by the Restructuring, (b) otherwise contemplated by this Agreement or (c) as set forth on SCHEDULE 5.1, the Sellers shall not, and shall cause the Sold Companies and each of the Subsidiaries not to, and only to the extent the Sellers control the following activities with respect to the Venture Entities, shall cause the Venture Entities not to, do any of the following without the prior written consent of the Buyer:

Conduct of the Business Prior to the Closing. Except as (a) contemplated by Between the RestructuringEffective Date and the Closing Date, the Seller shall cause the Company (bor where indicated, CCI) otherwise to conduct its business in the Ordinary Course and consistent with Past Practice. Without limiting the foregoing, except for such actions as are expressly contemplated by this Agreement or (c) disclosed on SCHEDULE 5.1, from and after the date of this Agreement and until the Closing or the earlier termination of this Agreement in accordance with its termsAgreement, the Sellers shall, and Seller shall cause the Sold Companies and the Subsidiaries to, and only Company to the extent the Sellers control the following activities with respect to the Venture Entities, shall cause the Venture Entities to: (i) conduct the operations of the Business in the ordinary course of business, (ii) use their commercially reasonable efforts to preserve in all material respects its business organization, to maintain its Assets and preserve intact properties in good repair and condition (subject to ordinary wear and tear), to maintain capital expenditure levels consistent with Past Practice, to retain the Business services of its current officers and directors and to maintain satisfactory preserve and xxxxxx in all material respects its current relationships with customers, suppliers, customers, key employees Personnel and other Persons having with whom the Company has material business relationships relations, in each case in the Ordinary Course and in a manner consistent with Past Practice. Without limiting the Business and (iii) make capital expenditures in accordance with past practice. Except generality of the foregoing, except as (a) contemplated by the Restructuring, (b) otherwise contemplated by any other provision of this Agreement or (c) as set forth on SCHEDULE 5.1otherwise required by applicable Law, from the Effective Date to the Closing Date, the Sellers shall notSeller, and shall cause will not permit the Sold Companies and each Company (or CCI if applicable) in the conduct of the Subsidiaries not tooperations and affairs of its Business, and only to the extent the Sellers control the following activities do or cause to be done or occur or otherwise allow, except with respect to the Venture Entities, shall cause the Venture Entities not to, do any of the following without the prior written consent of the Buyer:, any of the actions described in Section 3.8 as if such Section were applicable to such period, including, without limitation,