During the Pre-Closing Period, except # as required by this Agreement or any other Transactional Agreement; # as set forth in Part [[Identifier]] of the Disclosure Schedules; # as required by any Law, Order or Governmental Authorization; # in connection with any action taken, or omitted to be taken, in good faith pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 as determined by the Seller in its reasonable discretion; or # as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall, and it shall cause the Seller Affiliates to use ​ efforts to:

No later than the date that is thirty (30) days prior to the anticipated Completion of the Project, [[Borrower:Organization]] shall deliver to [[Lender:Organization]] a fully executed Management Agreement with the Manager, together with the Assignment of Management Agreement. [[Borrower:Organization]] shall be responsible for all of the reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket legal fees and expenses) incurred by [[Lender:Organization]] in connection with [[Lender:Organization]]’s review of the Management Agreement and the Assignment of Management Agreement.

Operation of Law. Notwithstanding the foregoing or any other term or provision of this Lease to the contrary, the transfer of any stock or other direct or indirect ownership interest in Tenant, including, without limitation, a majority or controlling interest in Tenant, shall not constitute an assignment of the Lease so long as such transfer is for a legitimate business purpose and not for the purposes of avoiding the restrictions on transfer in the Lease.

Operation of Business. Buyer and Seller shall, and shall cause their Subsidiaries to: # cause the Partnership to conduct its business only in the ordinary course of business consistent with past practices during the twelve (12)-month period prior to the date hereof (the “Ordinary Course of Business”), and # use commercially reasonable efforts to maintain the business, properties, physical facilities and operations of the Partnership and its Subsidiaries, preserve intact the current business organization of the Partnership and its Subsidiaries, keep available the services of the current officers, employees (seconded or otherwise) and agents of the Partnership and its Subsidiaries, and maintain the relations and goodwill with its suppliers, customers, lessors, licensors, lenders and key employees.

Operation of Agreement. This Agreement will be effective and binding immediately upon the date first set forth above (the “Effective Date”) but will not be operative unless and until there has been a Change in Control while Employee is in the employ of [[Nordson:Organization]]. If a Change in Control occurs while Employee is in the employ of [[Nordson:Organization]], this Agreement will become immediately operative and (subject only to the possible undoing of the particular Change in Control, as provided in Section 14 below) will continue in effect in accordance with its terms.

Operation side: Khashing Yacht Industry Investment (Guangdong) Co., Ltd. (hereinafter referred to as Party B)

Co-Borrowers Liability. Any Co-Borrower may, acting singly, request Credit Extensions hereunder. Each Co-Borrower hereby appoints each other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Co-Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Co-Borrower actually receives said Credit Extension, as if each Co-Borrower hereunder directly received all Credit Extensions. Each Co-Borrower waives # any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and # any right to require Bank to: # proceed against any Co-Borrower or any other person; # proceed against or exhaust any security; or # pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Co-Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Co-Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Co-Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Co-Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Co-Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Co-Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Co-Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 9.8 shall be null and void. If any payment is made to a Co-Borrower in contravention of this Section 9.8, such Co-Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

Co-Promotion Agreement. No later than ​ prior to the projected NDA filing date for each Product in the Shared Territory, the Parties will enter into a co-promotion agreement (the “Co-Promotion Agreement”) setting forth the terms and conditions of the Parties’ Co-Promotion of the Product. The Co-Promotion Agreement will be consistent with this Section 8.3(c) and Section 8.3(d), and will contain additional reasonable and customary terms and conditions, including an equitable allocation of responsibilities for the co-promotion of the Product and the detailing effort in the Shared Territory. The Parties may commence negotiating the terms and conditions of the Co-Promotion Agreement at any time after the Effective Date.

Co-Promotion Budget. The amount budgeted for each Party’s Co-Promotion activities in each Joint Commercialization Budget will be consistent with the Co-Promotion activities assigned to such Party pursuant to the Joint Commercialization Plan.

Co-Promotion Terms. Each Co-Promotion Agreement entered into pursuant to Section 8.3(c) will reflect the principles set forth in this Section 8.3(d), unless otherwise expressly agreed by the Parties.