Common use of Interim Operations Clause in Contracts

Interim Operations. (i) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable Laws, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 4.1(i) of the West Disclosure Letter, West will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after from the date hereof of this Agreement until the earlier of the Gulf Effective Time and prior the termination of this Agreement pursuant to Article VIII, the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed)Company shall, and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that shall cause each of its Subsidiaries shall be conducted to, conduct their respective businesses in the ordinary and usual course Ordinary Course and, to the extent consistent therewith, it the Company shall, and shall cause each of its Subsidiaries to, use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates having significant business dealings with them and keep available the services of the present employees and agents of West its and its Subsidiaries’ present officers, employees and agents, except, in each case, as otherwise expressly contemplated by this Agreement, as required by applicable Law, or otherwise approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed). Without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from the date of this Agreement until the earlier of the Gulf Effective TimeTime and the termination of this Agreement pursuant to Article VIII, except as otherwise expressly (A) as otherwise expressly required contemplated by this Agreement or applicable LawsAgreement, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or required by applicable Law, (C) as approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), (D) required under any Material Contract or (E) set forth in Section 4.1(i) 6.1 of the West Company Disclosure Letter, West will the Company shall not and will not permit shall cause its Subsidiaries not to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (such which approval shall not to be unreasonably withheld withheld, conditioned or delayed)), and except as otherwise expressly contemplated by this Agreement or as required by applicable LawsLaw, the Company shall use its reasonable best effort to conduct its business and that of its Subsidiaries shall be conducted Subsidiaries’ in the ordinary and usual course Ordinary Course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact intact, including their material Intellectual Property Rights, Company Material Contracts and other material assets, and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West its and its Subsidiaries’ present officers, employees and agents, except as required by applicable Law. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from the date of this Agreement until the Effective Time, except as otherwise expressly (A) as otherwise expressly required contemplated by this Agreement or applicable LawsAgreement, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or required by applicable Law, (C) as approved in writing (which approval shall not be unreasonably withheld, conditioned or delayed) by Parent or (D) set forth in the corresponding subsection of Section 4.1(i6.1(a) of the West Company Disclosure Letter, West will the Company shall not and will not permit shall cause its Subsidiaries not to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the date hereof of this Agreement and prior to the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), Time the business of the Company and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their respective business organizations intact and to maintain their existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates and keep available the services (unless Parent shall otherwise approve in writing (which approval will not be unreasonably withheld or delayed)), except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the present employees Company Disclosure Letter, except as required by applicable Law and agents except that this sentence shall not prohibit actions or omissions that would be prohibited by clauses (i) through (xv) of West the following sentence but are not so prohibited because they are within the applicable exceptions and permissions of such clauses or are approved by Parent in writing as provided therein. In addition, the Company covenants and agrees as to itself and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereofSubsidiaries that, from and after the date of this Agreement until and prior to the Effective Time, except Time (A) as unless Parent shall otherwise expressly required by this Agreement or applicable Laws, (B) as East may approve in writing (such which approval will not to be unreasonably withheld or delayed) )), except as otherwise expressly contemplated by this Agreement or (C) as set forth disclosed in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West will not and will not permit its Subsidiaries toexcept as required by applicable Law:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after From the date hereof and prior to until the Effective Timeearliest of the Acceleration Time and the termination of this Agreement, unless East shall otherwise approve except (w) as set forth in writing Section 7.1(a) of the Company Disclosure Letter, (such approval not to be unreasonably withheld or delayed), and except x) as otherwise expressly contemplated or expressly permitted or required by this Agreement Agreement, (y) to the extent consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) or (z) as required by applicable LawsLaw, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it Company shall, and shall cause its Subsidiaries to, cause the business of it and its Subsidiaries to be conducted in the ordinary course, and the Company shall use their respective reasonable best efforts to, and shall cause each of its Subsidiaries to use reasonable best efforts to, preserve their its business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting Notwithstanding the generality of the foregoing foregoing, and subject to the exceptions set forth in furtherance thereofclauses (w), (x), (y) and (z) of the immediately preceding sentence, the Company, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable Laws, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 4.1(i) through earlier of the West Disclosure LetterAcceleration Time and the termination of this Agreement, West will not shall not, and will not permit shall cause its Subsidiaries not to:

Interim Operations. (a) Except (i) West shall not knowingly take as expressly contemplated, required or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees permitted by this Agreement, (ii) as to itself and its Subsidiaries thatrequired by applicable Law, after the date hereof and prior to the Effective Time, unless East shall otherwise approve (iii) as approved in writing by Parent (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), and except (iv) as otherwise expressly contemplated by set forth on Section 6.1 of the Company Disclosure Schedule, or (v) for any necessary or advisable actions taken in good faith to respond to the actual or reasonably anticipated effects of COVID-19 or to comply with COVID-19 Measures (provided, that, with respect to actions taken or omitted to be taken in reliance on this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course andclause (v), to the extent consistent therewithpermitted under applicable Law and practicable under the circumstances, it shall, the Company shall provide prior notice to and shall cause its Subsidiaries to, use their respective reasonable best efforts consult in good faith with Parent prior to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereoftaking such action), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, except the Company will, and will cause its Subsidiaries to, use its and their commercially reasonable efforts to (A) as otherwise expressly required by this Agreement or applicable Laws, conduct their businesses in the ordinary course of business and (B) as East may approve in writing (such approval not to be unreasonably withheld preserve intact their business organizations and relationships with customers, suppliers, distributors and other Persons with which it has material business dealings; provided that no action by the Company or delayed) or (C) as set forth in Section 4.1(i) of the West Disclosure Letter, West will not and will not permit its Subsidiaries to:with respect to matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 6.1(b).

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after from the date hereof and prior to execution of this Agreement until the Effective Time, Time (unless East Parent shall otherwise approve consent in writing (such approval consent not to be unreasonably withheld withheld, conditioned or delayed)), and except (x) as otherwise expressly required, contemplated or permitted by this Agreement Agreement, (y) as set forth in Section 7.1(a) of the Company Disclosure Letter or (z) as required by applicable LawsLaws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), its business the Company shall, and that shall cause each of its Subsidiaries shall be conducted to, use its reasonable best efforts to conduct its business in the ordinary and usual course of business consistent with past practice in all material respects and, to the extent consistent therewith, it shall, and shall cause each of its Subsidiaries to, use their respective its reasonable best efforts to preserve their its business organizations substantially intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, production companies, distributors, licensees, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the its present employees and agents of West and its Subsidiariesagents. Without limiting the generality of the foregoing limiting, and in furtherance thereofof, the foregoing, from the date execution of this Agreement until the Effective Time, except (A1) as otherwise expressly required required, contemplated or permitted by this Agreement or applicable LawsAgreement, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or (C2) as set forth in Section 4.1(i7.1(a) of the West Company Disclosure LetterLetter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), West will not the Company shall not, and will not permit shall cause each of its Subsidiaries to:not to (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):

Interim Operations. (ia) West The Company shall, and shall not knowingly take or permit any cause each of its Subsidiaries to take any action or refrain to, from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after the date hereof execution and delivery of this Agreement and prior to the Effective Time, Closing (unless East Purchaser shall otherwise approve in writing (such approval not to be unreasonably conditioned, withheld or delayed)), and except as otherwise expressly contemplated required or permitted by this Agreement or as required by applicable LawsLaw or requested by a Governmental Authority, conduct its business and that of its Subsidiaries shall be conducted in all material respects in the ordinary and usual course Ordinary Course of Business and, to the extent consistent therewith, it shall, shall use and shall cause each of its Subsidiaries to, to use their respective commercially reasonable best efforts to preserve their business organizations intact maintain its and maintain existing its Subsidiaries’ relations and goodwill with key Governmental EntitiesAuthorities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees employees, agents and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing sentence, from the date execution and delivery of this Agreement until the Effective TimeClosing, except (A) as otherwise expressly required or permitted by this Agreement Agreement, required by applicable Law or applicable Lawsrequested by a Governmental Authority, (B) as East may approve approved in writing by Purchaser (such approval not to be unreasonably conditioned, withheld or delayed) or (C) as set forth in the corresponding subsection of Section 4.1(i5.7(a) of the West Company Disclosure Letter, West will not and will not permit neither the Company nor any of its Subsidiaries toshall, directly or indirectly:

Interim Operations. (ia) West shall not knowingly take Except as otherwise expressly (A) required by this Agreement, (B) required by applicable Law, (C) approved in writing by Parent or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any (D) set forth on Section 6.1(a) of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed)), the business of it and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, SROs, customers, clearing brokers, suppliers, licensors, licensees, distributors, creditors, lessors, employees employees, independent contractors and business associates and keep available the services of the present employees and agents of West its and its Subsidiaries’ present officers, employees, independent contractors and agents, except as required by applicable Laws. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from after the date of this Agreement until and prior to the Effective Time, except as otherwise expressly (A) as otherwise expressly required by this Agreement or applicable LawsAgreement, (B) as East may approve required by applicable Law, (C) approved in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) by Parent or (CD) as set forth in on Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take Except as (x) required by applicable Law, (y) otherwise expressly required by this Agreement or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions (z) otherwise set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to until the earlier of the Effective Time, Time or the termination of this Agreement in accordance with its terms (unless East Buyer shall otherwise approve in writing (writing, such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of shall cause its Subsidiaries shall be conducted to, conduct their business in the ordinary course consistent with past practice and usual course in compliance with all applicable Laws and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries toSubsidiaries, to use their respective reasonable best efforts to preserve their material business organizations intact and maintain in all material respects existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, except as (A) required by applicable Law or as contemplated by the Scheme Document Annex, (B) otherwise expressly required by this Agreement or applicable LawsAgreement, (BC) as East Buyer may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned) or (CD) as set forth in Section 4.1(i) 6.1 of the West Company Disclosure Letter, West the Company will not and will not permit cause its Subsidiaries not to:

Interim Operations. (ia) West The Company shall, and shall not knowingly take or permit any cause each of its Subsidiaries to take any action or refrain to, from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed)writing, and except as otherwise expressly contemplated required by this Agreement Agreement, required in order to comply with applicable Law or as required in order to comply with COVID-19 Measures or deemed advisable by applicable Lawsthe Company, acting reasonably, in connection with the termination or modification of COVID-19 Measures, use commercially reasonable efforts to conduct its business and that of its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course of Business, in all material respects, and, to the extent consistent therewith, it shall, shall use and shall cause each of its Subsidiaries to, to use their respective commercially reasonable best efforts to preserve their business organizations intact maintain its and maintain existing its Subsidiaries’ relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesemployees. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing sentence, from the date of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article VIII, except (Ai) as otherwise expressly required (A) by this Agreement or applicable LawsAgreement, (B) by any Governmental Entity, (C) to comply with (1) applicable Law, or (2) the terms of any Material Contract binding on the Company or any of its Subsidiaries in effect prior to the date of this Agreement, (ii) as East may approve approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (Ciii) as set forth in the corresponding subsection of Section 4.1(i6.01(a) of the West Company Disclosure LetterSchedule, West will the Company shall not and will not permit shall cause its Subsidiaries not to:

Interim Operations. (i) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to until the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that the business of its Subsidiaries shall be conducted in the ordinary and usual course andcourse, to consistent with past practice in all material respects. To the extent consistent therewithwith the foregoing sentence, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West the Company and its Subsidiaries. Nothing in the foregoing sentences shall prohibit or restrict the Company and its Subsidiaries from the date of this Agreement to the Effective Time from taking any of the following actions: (i) actions approved by Purchaser in writing, which approval shall not be unreasonably withheld, delayed or conditioned; (ii) any action expressly required or permitted by this Agreement; and (iii) any action required by Law. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement hereof until the Effective Time, except (A) as otherwise expressly required or permitted by this Agreement or applicable LawsAgreement, (B) as East Purchaser may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayed) or conditioned), (C) as set forth in Section 4.1(i) 6.1 of the West Company Disclosure LetterLetter or (D) as required by any applicable Laws (including any requirement of the SEC), West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (i1) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and The Company agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the earlier of the Merger 1 Effective TimeTime and the termination of this Agreement in accordance with its terms, (w) unless East Parent shall otherwise approve consent in writing (such approval consent not to be unreasonably withheld withheld, delayed or delayedconditioned), and (x) except as otherwise expressly contemplated permitted by this Agreement or Agreement, (y) except as required by applicable Laws, its or (z) except as set forth in Section 5.1(a) of the Company Disclosure Letter, the business of it and that of its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course of Business, and, to the extent consistent therewith, it shall, and it shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to preserve their business organizations intact organizations, preserve their assets and maintain existing relations properties in good repair and goodwill condition and preserve their relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees those persons having significant business dealings with them to the end that their good will and business associates and keep available ongoing businesses shall be unimpaired at the services of the present employees and agents of West and its SubsidiariesClosing. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from the date of this Agreement until the earlier of the Merger 1 Effective TimeTime and the termination of this Agreement in accordance with its terms, except (AX) as otherwise expressly required permitted by this Agreement or applicable LawsAgreement, (BY) as East Parent may approve consent in writing (such approval consent not to be unreasonably withheld withheld, delayed or delayed) conditioned), or (CZ) as set forth in Section 4.1(i5.1(a) of the West Company Disclosure Letter, West it will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, that after the date hereof and prior until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Time (unless East shall otherwise approve approved in writing (such by Parent, which approval will not to be unreasonably (being determined based on a reasonable acquirer) withheld or delayed), and except as otherwise expressly contemplated by this Agreement or Agreement) and except as required by applicable Laws, its the business of the Company and that of its Subsidiaries shall be conducted in the ordinary and usual course and in accordance with past practices and, to the extent consistent therewith, it shall, the Company and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees employees, independent contractors and business associates and keep available the services of the Company's and its Subsidiaries' present employees and agents of West and its Subsidiariesagents. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable LawsAgreement, (B) as East the Parent may approve in writing (such which approval will not to be unreasonably (being determined based on a reasonable acquirer) withheld or delayed) or (C) as set forth in Section 4.1(i) of ), the West Disclosure Letter, West Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after from the date hereof and prior to of this Agreement until the earlier of the Effective Time, unless East Time and the termination of this Agreement in accordance with Article VI (except: (i) if Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld withheld, conditioned or delayed), and except (ii) as otherwise expressly contemplated required by this Agreement or Agreement, (iii) as expressly set forth in Section 4.1(a) of the Company Disclosure Letter, (iv) as required by applicable LawsLaws or any Governmental Entity or (v) with respect to any COVID-19 Measures to the extent reasonably necessary for the operation of the Company), its the business of the Company and that of its Subsidiaries shall be conducted conducted, in all material respects, in the ordinary course of business (including, for the avoidance of doubt, consistent with recent past practice in light of COVID-19) and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesapplicable Law. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article VI, except (A) as otherwise expressly contemplated or required by this Agreement or applicable LawsAgreement, (B) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (C) as required by applicable Laws or any Governmental Entity or (CD) as set forth in Section 4.1(i4.1(a) of the West Company Disclosure Letter, West the Company will not not, and will not permit its Subsidiaries Subsidiaries, to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated or expressly permitted by this Agreement or as required by applicable LawsLaw, its the business of it and that of its Subsidiaries shall be conducted in all material respects in the ordinary and usual course of business and, to the extent consistent therewithwith the foregoing, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and substantially intact, maintain existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees customers and suppliers having significant business associates dealings with them and keep available the services of the present employees and agents their key employees; provided that any action specifically permitted by clauses (i)-(xix) of West and its Subsidiariesthis Section 6.1(a) shall be deemed in compliance with this sentence. Without limiting the generality In furtherance of the foregoing and in furtherance thereofforegoing, from the date of this Agreement until the Effective Time, except (Aw) as otherwise expressly required contemplated or permitted by this Agreement or applicable LawsAgreement, (Bx) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (y) as is required by applicable Law or any Governmental Entity or (Cz) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated or permitted by this Agreement or as required by a Governmental Entity or applicable Laws, its the business of it and that of its Subsidiaries shall be conducted in all material respects in the ordinary and usual course of business and, to the extent consistent therewithwith the foregoing, it shall, the Company and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact and substantially intact, maintain existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees customers and suppliers having significant business associates dealings with them and keep available the services of their key employees; provided, however, that no action taken by the present employees and agents Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xviii) of West and its Subsidiariesthis Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality In furtherance of the foregoing and in furtherance thereofforegoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required contemplated or permitted by this Agreement or applicable LawsAgreement, (B) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (C) as may be required by applicable Law or any Governmental Entity or (CD) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, after the date hereof and prior to the earlier of the termination of this Agreement or the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed)writing, and except as otherwise expressly contemplated required by this Agreement or Agreement) and except as required by applicable Laws, conduct its and its Subsidiaries' business and that of its Subsidiaries shall be conducted in the ordinary course consistent with past practice (including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and usual course reserving guidelines, practices, principles, methods and policies) and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain their existing relations and goodwill relationships with Governmental Entities, customers, suppliers, distributorsAgents, creditors, lessors, employees and officers, employees, business associates and others with whom business relationships exist, and keep available the services of the present employees and agents of West its and its Subsidiaries' present employees. Parent, Merger Sub and the Company acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall be deemed to be taken in the ordinary course of business consistent with past practice for purposes of this Agreement. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable LawsAgreement, (B) as East Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 4.1(i) Schedule 6.1 of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the Effective Time, unless East shall except (A) as required by applicable Laws, (B) as otherwise required by this Agreement, or by the terms of any Contract, (C) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed), it and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted use their respective reasonable best efforts to conduct the business of it and its Subsidiaries in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing all of their Licenses and relations and goodwill with Governmental Entities, customerssubscribers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing of, and in furtherance thereofof, the foregoing, from the date of this Agreement until the Effective Time, except (A1) as required by applicable Laws, (2) as otherwise expressly required by this Agreement or applicable Lawsby the terms of any Contract, (B3) as East set forth in Section 6.1(a) of the Company Disclosure Letter, (4) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or (C5) as set forth for intercompany transactions between or among the Company and any of its Subsidiaries in Section 4.1(i) the ordinary course of business, the West Disclosure Letter, West Company will not and will not permit its Subsidiaries to:

Interim Operations. (i) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after After the date hereof and prior to the Effective Time, Closing (unless East Buyer shall otherwise approve in writing (writing, such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or Agreement, and except as required by applicable Laws), its business the Company shall, and that of the Shareholders covenant and agree to cause the Company and its Subsidiaries shall be conducted to, conduct the business of the Company and its Subsidiaries in the ordinary and usual course and, to the extent consistent therewith, it shall, the Company shall and the Shareholders shall cause its the Company and the Company’s Subsidiaries to, to (x) use their respective reasonable best efforts to preserve their the Company’s and its Subsidiaries’ business organizations intact and maintain existing relations and goodwill with all Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and associates, (y) keep available the services of the Company’s and its Subsidiaries’ present employees and agents and (z) make capital expenditures substantially in compliance with the Company’s 2007 budget provided to Buyer prior to the date of West this Agreement and its Subsidiariesset forth on Schedule 6.1. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective TimeClosing, except (A) as otherwise expressly required contemplated by this Agreement or applicable LawsAgreement, (B) as East Buyer may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as for transactions set forth in Section 4.1(i) of on Schedule 6.1, the West Disclosure Letter, West Company will not and will not permit the Shareholders shall cause the Company and each of its Subsidiaries not to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as required by applicable LawsLaws or with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, its business and that of its Subsidiaries shall be conducted in delayed or conditioned), the ordinary and usual course and, to the extent consistent therewith, it Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice and (ii) use their respective its commercially reasonable best efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and to preserve their business organizations of the Company and each of its Subsidiaries intact and to maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees suppliers and other Persons with whom the Company or any of its Subsidiaries has material business associates and keep available the services of the present employees and agents of West and its Subsidiariesrelations. Without limiting the generality of the foregoing and in furtherance thereof, from From the date of this Agreement until the Effective Time, except (Aw) as otherwise expressly contemplated by this Agreement, (x) with the prior written approval of Parent or Merger Sub (which, solely with respect to the matters in clauses (ix), (x), (xi), (xv), (xvi), (xvii) and (xviii) below and, to the extent relating to any of the foregoing clauses, clause (xxi) below, shall not be unreasonably withheld, delayed or conditioned), (y) as required by this Agreement applicable Law or applicable Laws, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) any Governmental Entity or (Cz) as set forth in Section 4.1(i5.1(a) of the West Company Disclosure LetterSchedule, West the Company will not and will not permit any of its Subsidiaries to, directly or indirectly:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the earlier of the termination of this Agreement in accordance with Article VIII and the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated required or permitted by this Agreement or as required by applicable LawsLaw, its the business of it and that of its Subsidiaries shall be conducted in all material respects in the ordinary and usual course of business and, to the extent consistent therewithwith the foregoing and the restrictions in the next sentence, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and substantially intact, maintain existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other business associates relationships having significant business dealings with them and keep available the services of the present their key employees and agents agents; provided that any action specifically permitted by the exceptions to the restrictions set forth in clauses (i) - (xviii) of West and its Subsidiariesthis Section 6.1(a) shall be deemed in compliance with this sentence. Without limiting the generality of the foregoing and in furtherance thereofforegoing, from the date of this Agreement until the earlier of the termination of this Agreement in accordance with Article VIII and the Effective Time, except (Aw) as otherwise expressly required or permitted by this Agreement or applicable LawsAgreement, (Bx) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (y) as is required by applicable Law or (Cz) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (i) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after After the date hereof and prior to the Effective Time, Closing (unless East the Representative shall otherwise approve in writing (writing, such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or Agreement, and except as required by applicable Laws), its business the Company shall, and that of shall cause its Subsidiaries shall be conducted to, conduct the business of the Company and its Subsidiaries in the ordinary and usual course and, to the extent consistent therewith, it shall, the Company shall and shall cause its the Company’s Subsidiaries to, to (x) use their respective reasonable best efforts to preserve their the Company’s and its Subsidiaries’ business organizations intact and maintain existing relations and goodwill with all Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates associates, and (y) keep available the services of the Company’s and its Subsidiaries’ present employees and agents of West and its Subsidiariesagents. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective TimeClosing, except (A) as otherwise expressly required contemplated by this Agreement, the Purchase Agreement or applicable Lawsthe Letter Agreement, (B) as East the Representative may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as for transactions set forth in Section 4.1(i) of on Schedule 3.1, the West Disclosure Letter, West Company will not and will not permit shall cause each of its Subsidiaries not to:

Interim Operations. (ia) West shall not knowingly take Except as (x) required by applicable Law, (y) otherwise expressly contemplated or permit any of its Subsidiaries to take any action expressly required by this Agreement or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions (z) otherwise set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West Section 6.1 of the Company Exceptions Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of shall cause its Subsidiaries shall be conducted to, conduct their business in the ordinary and usual course consistent with past practices and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries toSubsidiaries, to use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except as (A) as required by applicable Law, (B) otherwise expressly contemplated or expressly required by this Agreement or applicable LawsAgreement, (BC) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned) or (CD) as set forth in Section 4.1(i) 6.1 of the West Disclosure Company Exceptions Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time or earlier termination of this Agreement (unless East Acquiror shall otherwise approve in writing (such advance in writing, which approval shall not to be unreasonably withheld or delayed), ) and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its the business of it and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shallcourse, and shall cause it and its Subsidiaries to, shall use their respective all commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, key employees and business associates and keep available the services of the present employees and agents of West its and its Subsidiaries’ present directors, officers and key employees. Subject to the other provisions of this Section 6.01, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, the Company shall use all reasonable best efforts to continue to qualify as a REIT for U.S. federal income tax purposes. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective TimeTime or earlier termination of this Agreement, except (A) as otherwise expressly required by this Agreement or applicable LawsAgreement, (B) as East Acquiror may approve in advance in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 4.1(i) 6.01 of the West Company Disclosure Letter, West it will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the earlier of the termination of this Agreement in accordance with Article VIII and the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated required or permitted by this Agreement or as required by applicable LawsLaw, its the business of it and that of its Subsidiaries shall be conducted in all material respects in the ordinary and usual course of business and, to the extent consistent therewithwith the foregoing and the restrictions in the next sentence, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and substantially intact, maintain existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other business associates relationships having significant business dealings with them) and keep available the services of the present their key employees and agents agents; provided that any action specifically permitted by the exceptions to the restrictions set forth in clauses (i)—(xviii) of West and its Subsidiariesthis Section 6.1(a) shall be deemed in compliance with this sentence. Without limiting the generality of the foregoing and in furtherance thereofforegoing, from the date of this Agreement until the earlier of the termination of this Agreement in accordance with Article VIII and the Effective Time, except (Aw) as otherwise expressly required or permitted by this Agreement or applicable LawsAgreement, (Bx) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (y) as is required by applicable Law or (Cz) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its commercially reasonable efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date hereof of this Agreement and prior to the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as (A) required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable LawsLaw, (B) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or ), (C) as set forth expressly disclosed in Section 4.1(i6.1(a) of the West Company Disclosure LetterLetter or (D) expressly provided for in this Agreement, West will the Company shall not and will not permit any of its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after during the date hereof and prior to period beginning as of the execution of this Agreement on the Effective TimeDate and ending on the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII (such period, the “Interim Period”), unless East Parent shall otherwise approve in advance in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed), and except as otherwise expressly contemplated required by this Agreement or as required by applicable Laws, its the business of the Company and that of its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, licensors, suppliers, distributors, creditors, lessors, employees Employees, sales representatives and business associates and keep available the services of the present employees and agents of West its and its Subsidiaries’ present Employees and agents. Without limiting the generality of the foregoing foregoing, and in furtherance thereof, from during the date of this Agreement until the Effective TimeInterim Period, except (A) as otherwise expressly required or permitted by this Agreement or applicable LawsLaw, (B) as East Parent may approve in advance in writing (such approval not to be unreasonably withheld unreasonably, delayed, conditioned or delayedwithheld) or (C) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West will the Company shall not and will shall not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take Except as (x) required by applicable Law, (y) otherwise expressly contemplated or permit any of its Subsidiaries to take any action expressly required by this Agreement or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions (z) otherwise set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of shall cause its Subsidiaries shall be conducted to, conduct their business in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries toSubsidiaries, to use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available associates; provided, however, that no action by the services Company or any of the present employees and agents its Subsidiaries with respect to matters specifically addressed by clauses (i) to (xviii) of West and its Subsidiariesthis Section 6.1(a) shall be a breach of this Section 6.1 unless such action constitutes a breach of clauses (i) to (xviii) of this Section 6.1(a). Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except as (A) as required by applicable Law, (B) otherwise expressly contemplated or expressly required by this Agreement or applicable LawsAgreement, (BC) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned) or (CD) as set forth in Section 4.1(i) 6.1 of the West Company Disclosure Letter, West the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, after the date hereof and prior to the earlier of the termination of this Agreement or the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed)writing, and except as otherwise expressly contemplated required by this Agreement or Agreement) and except as required by applicable Laws, conduct its and its Subsidiaries’ business and that of its Subsidiaries shall be conducted in the ordinary course consistent with past practice (including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and usual course reserving guidelines, practices, principles, methods and policies) and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain their existing relations and goodwill relationships with Governmental Entities, customers, suppliers, distributorsAgents, creditors, lessors, employees and officers, employees, business associates and others with whom business relationships exist, and keep available the services of the present employees and agents of West its and its Subsidiaries’ present employees. Parent, Merger Sub and the Company acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall be deemed to be taken in the ordinary course of business consistent with past practice for purposes of this Agreement. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or applicable LawsAgreement, (B) as East Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 4.1(i) Schedule 6.1 of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take Except as (x) required by applicable Law, (y) otherwise expressly contemplated or permit any of its Subsidiaries to take any action expressly required by this Agreement or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions (z) otherwise set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), the Company shall, and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of shall cause its Subsidiaries shall be conducted to, conduct their business in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries toSubsidiaries, to use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except as (A) as required by applicable Law, (B) otherwise expressly contemplated or expressly required by this Agreement or applicable LawsAgreement, (BC) as East Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned) or (CD) as set forth in Section 4.1(i) 6.1 of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to:: (i) adopt any change in its certificate of incorporation or bylaws or other applicable governing instruments;

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, unless East shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its business and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from From the date of this Agreement and until the Effective TimeClosing or the earlier termination of this Agreement in accordance with its terms, except (A) as otherwise expressly required by this Agreement or applicable Laws, (B) as East may approve in writing (such approval not to be unreasonably withheld or delayed) or (Cw) as set forth in Section 4.1(i5.1(a) of the West Disclosure LetterSchedules, West will (x) as otherwise expressly contemplated or required by this Agreement (including compliance with Section 5.21), (y) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed or conditioned) or (z) as required by applicable Law, Order, a Governmental Entity or by any Company Plan in effect as of the date of this Agreement, Seller shall cause the Company to, and will the Company shall, and Seller and the Company shall cause the Company’s Subsidiaries to (1) conduct their respective businesses in the ordinary course of business consistent with past practice (it being understood that compliance by the Company or its applicable Subsidiary with the terms of a Company Material Contract listed in Section 2.17(a) of the Disclosure Schedules and made available to Buyer prior to the date hereof shall not permit constitute a failure to comply with the obligations set forth in this clause (1)) and (2) use reasonable best efforts to preserve intact the present business organizations and lines of businesses of the Company and its Subsidiaries in all material respects and maintain material relationships with suppliers, distributors and customers and others having material business dealings with the Company and its Subsidiaries. Notwithstanding the generality of the foregoing, and subject to the immediately preceding sentence (including the exceptions set forth in clauses (w), (x), (y) and (z) thereof), the Company shall not (and shall cause its Subsidiaries not to:):

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West covenants and The Company agrees as to itself and its Subsidiaries that, after the date hereof of this Agreement and prior to the earlier of the Merger 1 Effective TimeTime and the termination of this Agreement in accordance with its terms, (w) unless East Parent shall otherwise approve consent in writing (such approval consent not to be unreasonably withheld withheld, delayed or delayedconditioned), and (x) except as otherwise expressly contemplated permitted by this Agreement or Agreement, (y) except as required by applicable Laws, its or (z) except as set forth in Section 5.1(a) of the Company Disclosure Letter, the business of it and that of its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course of Business, and, to the extent consistent therewith, it shall, and it shall cause its Subsidiaries to, use its and their respective commercially reasonable best efforts to preserve their business organizations intact organizations, preserve their assets and maintain existing relations properties in good repair and goodwill condition and preserve their relationships with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees those persons having significant business dealings with them to the end that their good will and business associates and keep available ongoing businesses shall be unimpaired at the services of the present employees and agents of West and its SubsidiariesClosing. Without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from the date of this Agreement until the earlier of the Merger 1 Effective TimeTime and the termination of this Agreement in accordance with its terms, except (AX) as otherwise expressly required permitted by this Agreement or applicable LawsAgreement, (BY) as East Parent may approve consent in writing (such approval consent not to be unreasonably withheld withheld, delayed or delayed) conditioned), or (CZ) as set forth in Section 4.1(i5.1(a) of the West Company Disclosure Letter, West it will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the earlier to occur of the termination of this Agreement or the Effective Time, Time (unless East Parent shall otherwise approve in writing (such which approval shall not to be unreasonably withheld or delayedwithheld), and except as otherwise expressly contemplated by this Agreement or the Transactions or except as set forth in Section 6.1 of the Company Disclosure Letter) and except as required by applicable Laws, its the business of the Company and that of its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it shall, the Company and shall cause its Subsidiaries to, shall use their respective commercially reasonable best efforts to preserve their business organizations intact and intact, maintain in all material respects their respective existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and others having material business associates dealings with the Company and its Subsidiaries and keep available the services of the present employees and agents of West its and its Subsidiaries’ present executive officers and key employees. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier to occur of the termination of this Agreement or the Effective Time, except (A) as otherwise expressly required contemplated by this Agreement or applicable Lawsthe Transactions, (B) as East Parent may approve in writing (such which approval shall not to be unreasonably withheld or delayed) or withheld), (C) as set forth in Section 4.1(i) 6.1 of the West Company Disclosure LetterLetter or (D) as required by applicable Laws, West the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ia) West shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably expected to result in any of the closing conditions set forth in Sections 5.1 and 5.3 hereof not to be satisfied. West The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time, Time (unless East Parent shall otherwise approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, its the business of it and that of its Subsidiaries shall be conducted in the ordinary and usual course andconducted, to the extent contemplated thereby, in a manner consistent therewithwith the business plan set forth in Part I to Section 6.1(a) of the Company Disclosure Letter (the “Business Plan”) and, it shallotherwise in the ordinary course of business (taking into account the effects of the Business Plan). To the extent consistent with the foregoing, the Company and shall cause its Subsidiaries to, shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of West and its Subsidiariesassociates. Without limiting the generality of the foregoing preceding provisions of this Section 6.1(a), and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required specifically contemplated or specifically permitted by provisions of this Agreement or applicable Lawsother than this Section 6.1(a), (B) as East Parent may approve in writing (such approval approval, not to be unreasonably withheld withheld, delayed or delayedconditioned), (C) as is required by applicable Law or (CD) as set forth in Section 4.1(i6.1(a) of the West Company Disclosure Letter, West the Company will not and will not permit its Subsidiaries to: