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

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Sellers shall, and shall cause the Company to: (a) conduct the business of the Company in the Ordinary Course of Business; and (b) use its commercially reasonable efforts to preserve intact its material business relationships with customers, suppliers, and other Persons having business dealings with it, and to keep available the services of its officers, members and key employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth on Schedule 7.1, the Sellers shall:

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

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

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

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

Conduct of Business Prior to the Closing. From the date hereof until the ClosingClosing or termination of this Agreement as set forth in Article IX hereof, except as otherwise provided in this Agreement or consented to in writing by Buyer Buyer, Sellers shall (which consent shall not be unreasonably withheld or delayed), the Sellers shall, and shall cause the Company to: (ax) conduct the business of the Company Business Operations in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and (by) use its commercially reasonable best efforts to maintain and preserve intact its material business current Business Operations, and to preserve the rights, goodwill, and relationships with of its employees, franchisees, customers, lenders, suppliers, and other Persons having business dealings with itregulators, and to keep available others having relationships associated with the services of its officers, members and key employeesBusiness Operations. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth on Schedule 7.1, the Sellers shall:

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

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

Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed)Buyer, the Sellers shall, and shall cause the Company Acquired Entities to: (a) conduct the business of the Company Acquired Entities in the Ordinary Course of Business; and (b) use its commercially reasonable efforts to preserve intact its material business relationships with prospective customers, suppliers, and other Persons having business dealings with it, and to keep available the services of its officers, members and key employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as set forth on Schedule 7.1, the Sellers shall: