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

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) ), and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as specifically required by this AgreementAgreement (including the Restructuring Transactions), (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using practice and use reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) ), and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between Between the date of this Agreement and the earlier of the Effective Time or and the time, if any, at which termination of this Agreement is terminated pursuant to Section 8.1in accordance with Article 7, except (a) as set forth in Section 5.1 of the Company Disclosure LetterSchedule, (b) as specifically required by this Agreementapplicable Law, (c) as otherwise expressly permitted or required by Law any other provision of this Agreement or (d) as consented to in writing by with the prior written consent of Parent (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed) (collectively, the “IOC Exceptions”), the Company will, and will cause each of its Subsidiaries to, use its commercially reasonable efforts to (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects operations in the ordinary course of business consistent with past practicebusiness, including by using reasonable best efforts to (ii) preserve intact its and their present business organizations organization, (iii) keep available the services of the current officers and other key employees of the Company and each of its Subsidiaries (other than where termination of such services is due to cause or resignation) and (iv) preserve the goodwill and current relationships of the Company and each of its and their present relationships with Governmental Entities and Subsidiaries with customers, suppliers and other Persons with whom it and they have which the Company or any of its Subsidiaries has material business relations; provided. Without limiting the foregoing, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1except in accordance with an IOC Exception, the Company shall not, and shall not permit any Company Subsidiary of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that that, between the date of this Agreement and the earlier of the Effective Time or and the time, if any, at which valid termination of this Agreement is terminated pursuant to Section 8.17.01, except (a) as set forth in Section 5.1 5.01 of the Company Disclosure LetterSchedule, (b) as specifically required expressly permitted by any other provision of this Agreement, (c) Agreement or as required by Law or (d) as consented to Law, unless Parent shall otherwise agree in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)writing, the Company (i) shall shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects operations in the ordinary course of business consistent business, comply, in all material respects, with past practicethe requirements of all Contracts of the Company and the Company Subsidiaries and all Laws, including by using reasonable best efforts to preserve intact its and their present business organizations maintain all material Company Permits. Without limiting the foregoing, and to preserve its and their present relationships with Governmental Entities and with customersas an extension thereof, suppliers and other Persons with whom it and they have material business relations; providedexcept as set forth in Section 5.01 of the Company Disclosure Schedule, however, that no action that is specifically as expressly permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach other provision of this clause (i) Agreement or as required by Law, subject to Section 5.01(b), the Company shall not, and (ii) agrees that shall cause each Company Subsidiary to not, between the date of this Agreement and the earlier of the Effective Time or and the date, if any, on which valid termination of this Agreement is terminated pursuant to Section 8.17.01, directly or indirectly, do, or agree to do, any of the Company shall not, and shall not permit any Company Subsidiary tofollowing without the prior written consent of Parent:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using and use reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (pe) of Section 5.1(ii) shall be deemed a breach of this clause (i) ), and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the The Company Disclosure Letter, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.19.1 (the “Interim Period”), except (i) as expressly contemplated or permitted by this Agreement, including Section 7.3, (ii) as set forth in Section 6.1 of the Company Disclosure Letter, (iii) as may be required by Law, (iv) for any action reasonably required in response to any Health and Safety Measures or (v) as consented to in writing by Parent in accordance with Section 10.14 (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (A) shall, and shall cause each of the Company Subsidiaries to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and maintain the status of the Company as a REIT and (B) shall not, and shall not permit any Company Subsidiary (or any Company JV with respect to Section 6.1(a)(i), Section 6.1(a)(iii), Section 6.1(a)(iv) and Section 6.1(a)(v), to the extent the Company or any Company Subsidiary has a right to permit or deny permission for the same) to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure LetterSchedule, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, the Company (i) shall and shall cause each Company Subsidiary to, use its reasonable best efforts to prevent the occurrence of a Company Material Adverse Effect, conduct its business business, in all material respects respects, in the ordinary course of business consistent with past practicebusiness, including by using commercially reasonable best efforts to preserve intact its and their present business organizations organizations, material assets and the Material Intellectual Property and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (ps) of this Section 5.1(ii) 5.1 shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a1) as set forth in Section 5.1 of the Company Disclosure Letter, (b2) as specifically required contemplated by this Agreement, (c3) as required by Law or Order or (d4) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business business, in all material respects respects, in the ordinary course of business consistent with past practice, including by including, to the extent consistent therewith, using commercially reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (pw) of this Section 5.1(ii) 5.1 shall be deemed a breach of this clause (i) ), and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the First Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as specifically required by this Agreement, (c) as required by Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except (a) as set forth in Section 5.1 of the Company Disclosure LetterSchedule, (b) as specifically expressly required or permitted by this Agreement, (c) as required by to the extent necessary to prevent noncompliance with applicable Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, the Company (i) shall and shall cause each Company Subsidiary to, use its reasonable best efforts to prevent the occurrence of a Company Material Adverse Effect, conduct its business business, in all material respects respects, in the ordinary course of business consistent with past practice, including by using commercially reasonable best efforts to preserve intact its and their present business organizations organizations, material assets and the Material Intellectual Property and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses (a) through (px) of this Section 5.1(ii) 5.1 shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) the Company shall not, and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is validly terminated pursuant to Section 8.19.1, except (a) as set forth in Section 5.1 6.1 of the Company Disclosure Letter, (b) as specifically permitted or required by this Agreement, (c) as required by applicable Law or (d) as consented to in writing by Parent (which consent which, solely in the case of for clauses (iv), (v), (vi)(A)(z), and (xii) below, shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company (ia) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using practice and use commercially reasonable best efforts to (1) preserve intact its and their present business organizations organizations, goodwill and to ongoing businesses, (2) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (3) preserve its and their present relationships with Governmental Entities and with customers, suppliers suppliers, vendors, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations; provided, however, that no action that is specifically permitted by any of clauses and (ab) through (p) of Section 5.1(ii) shall be deemed a breach of this clause except as (i) and expressly required or permitted by this Agreement, (ii) agrees that between the date required by applicable Law or (ii) set forth in Section 6.1(b) of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company Disclosure Letter, shall not, and shall not permit any Company Subsidiary to, directly or indirectly:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that that, between the date of this Agreement and the Effective Time or earlier to occur of the time, if any, at which termination of this Agreement is terminated pursuant to Section 8.19.1 or Section 9.2 or the Effective Time (such time period, the “Interim Period”), except (a) as expressly set forth in Section 5.1 7.1(a) of the Company Disclosure LetterSchedule, (b) as specifically required otherwise expressly permitted or contemplated by this Agreement, (c) as required by applicable Law or (d) as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditionedin its sole discretion), the Company (i) shall will, and shall will cause each Company Subsidiary to, ; (i) conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using practice and (ii) use its reasonable best efforts to preserve intact keep available the services of its officers, employees and their present business organizations contractors and to preserve its the business relationships of the Company and their present relationships each Company Subsidiary with Governmental Entities and with each of the customers, suppliers and other Persons with whom it and they have material the Company or any Company Subsidiary has business relations; provided. Without limiting the foregoing, howeverand as an extension thereof, that no action that is specifically except as set forth in Section 7.1 of the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by any of clauses this Agreement, as required by applicable Law or as consented to in writing in advance by Parent (a) through (p) of Section 5.1(ii) shall be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1in its reasonable discretion), the Company shall not, and shall not permit any Company Subsidiary to, during the Interim Period, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. The Company agrees that between that, during the period from the date of this Agreement and to the earlier of the termination of this Agreement or the Effective Time or the time, if any, at which this Agreement is terminated pursuant to Section 8.1Time, except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) Schedule or as specifically required permitted by any other provision of this Agreement, (c) as required by Law or (d) as consented to unless Buyer shall otherwise agree in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned)writing, the Company (i) shall will, and shall will cause each Company Subsidiary to, (A) conduct its business in all material respects operations only in the ordinary and usual course of business business, (B) to the extent consistent with past practice, including by using reasonable best the foregoing clause (A) use efforts in accordance with Section 5.8(a) to preserve intact its current business organization, goodwill and their present business organizations ongoing businesses, (C) preserve intact the Company’s status as a REIT within the meaning of the Code (D) comply in all material respect with all applicable Laws, and (E) maintain insurance in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to preserve its that of the Company and their present relationships with Governmental Entities the Company Subsidiaries. Without limiting the foregoing, and with customersas an extension thereof, suppliers and other Persons with whom it and they have material business relations; provided, however, that no action that is except as set forth in Section 5.1 of the Company Disclosure Schedule or as specifically permitted by any of clauses (a) through (p) of Section 5.1(ii) shall be deemed a breach other provision of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1Agreement, the Company shall notnot (unless required by applicable Law), and shall not permit any Company Subsidiary to, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Buyer:

Conduct of Business by the Company Pending the Closing. The Company agrees that that, between the date of this Agreement and the Effective Time or the timeor, if anyearlier, at which the termination of this Agreement is terminated pursuant to Section 8.1in accordance with Article VIII, except (a) as set forth in Section 5.1 6.1(a) of the Company Disclosure LetterSchedule, (b) as specifically required otherwise expressly permitted by this Agreement, (c) as required by applicable Law or (d) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company (i) shall will, and shall will cause each Company Subsidiary to, to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practicepractice in all material respects. Without limiting the foregoing, including by using reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customersas an extension thereof, suppliers and other Persons with whom it and they have material business relations; providedexcept as set forth in Section 6.1(a) of the Company Disclosure Schedule, however, that no action that is specifically as otherwise expressly permitted by any of clauses this Agreement, as required by applicable Law or as consented to in writing by Parent (a) through (p) of Section 5.1(ii) which consent shall not be deemed a breach of this clause (i) and (ii) agrees that between the date of this Agreement and the Effective Time unreasonably withheld, conditioned or the date, if any, on which this Agreement is terminated pursuant to Section 8.1delayed), the Company shall not, and shall not permit any Company Subsidiary to:, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions (it being understood that if any action is permitted by any of the following subsections, such action shall be permitted under Section 6.1(a)):

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date of this Agreement and the Effective Time or the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.1, except (a1) as set forth in Section 5.1 6.1 of the Company Disclosure Letter, (b2) as specifically required by this AgreementAgreement or any document, agreement, certificate or instrument contemplated hereby, (c3) as required by Law or (d4) upon written request by the Company, as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company (i) shall and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice, including by using practice and use commercially reasonable best efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with Governmental Entities and with customers, suppliers and other Persons with whom it and they have material business relations; providedprovided that, however, that no action that is specifically permitted by any of clauses (a) through (pt) of this Section 5.1(ii) 6.1 shall be deemed a breach of this clause (i) ), and (ii) agrees that between the date of this Agreement and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to: