Operation of Business. Borrower possess all licenses, permits, franchises, patents, copyrights, trademarks, and tradenames, or rights thereto, necessary to conduct their respective businesses substantially as now conducted and as presently proposed to be conducted except those that the failure to so possess would not reasonably be expected to have a Material Adverse Effect and Borrower is not in violation of any valid rights of others with respect to any of the foregoing except violations that could not reasonably be expected to have such a Material Adverse Effect.

During the Pre-Closing Period, except # as required by this Agreement or any other Transactional Agreement; # as set forth in Part ​ 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:

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.

[[Organization B:Organization]] shall ensure that, during the Pre-Closing Period:

Operation. Tenant acknowledges that, in the absence of adequate preventive measures, the Cafeteria could create objectionable fumes, vapors or odors, pests, unreasonable noise and other conditions that would cause annoyance to and disruption of the other tenants and occupants of the Project. Accordingly, as a material inducement to Landlord to enter into this Lease, Tenant agrees as follows:

Party B is responsible for the operation of the Target Company. Party A is responsible for the finance of the Target Company. In addition to the seal registered with the Ministry of Economic Affairs, another seal shall be created for banking needs and shall be kept in Party A’s custody.

Each Secured Creditor agrees to promptly provide from time to time, including without limitation following the occurrence of any Event of Default or the taking of any Enforcement Action, such information requested by each and any of the other Secured Creditors (any such Secured Creditors requesting information from any Providing Secured Creditor under this Section 2(b), a “Requesting Secured Creditor”), as may be reasonably necessary for such Requesting Secured Creditor to make any calculation referred to in or necessary to implement any provision of this Agreement, including without limitation, information concerning the aggregate amount of outstanding Pari Passu Debt owing to any such other Secured Creditor as of any applicable time. Each Secured Creditor agrees that any Requesting Secured Creditor may request that such information be furnished to it in writing by the applicable Secured Creditor from which such information is requested, and that such Requesting Secured Creditor shall be entitled to rely on such information in making any calculation referred to in or necessary to implement any provision of this Agreement and in taking any actions necessary to implement any provision of this Agreement; provided that the failure of any Secured Creditor to provide any such information requested by any Requesting Secured Creditor shall not affect the enforceability of any provision of this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of the Pari Passu Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof).

Organization and Operation. Provider, as a continuing condition of Manager’s obligations under this Agreement, shall at all times during the Term be and remain legally organized and operated to provide Professional Services in a manner consistent with all applicable state and federal laws. Provider shall operate and maintain within Utah a full time practice of performing Professional Services and shall maintain and enforce each of its employment agreements, independent contractor or leasing agreements with any Provider Professionals – WC or with any staffing or leasing company providing the services of such Provider Professionals - WC to Provider. Provider shall not terminate the employment agreements, independent contractor arrangements, or leasing agreements of any Provider Professional – WC nor amend or modify the employment agreements, independent contractor arrangements or leasing agreements with any Provider Professionals - WC or with any staffing or leasing company providing the services of such Provider Professionals – WC to Provider in any material manner or waive any material rights of Provider thereunder without the prior approval of Manager.

ESTABLISHMENT OF TARGET INCENTIVE AWARDS AND PERFORMANCE OBJECTIVES – The Administrator shall establish a Target Incentive Award for each Participant for the Plan Period. The Administrator will establish the Performance Objectives, and a range of values for the Performance Objectives for the Plan Period, with each such value corresponding to a percentage of the Target Incentive Award that may be earned for achievement of the Performance Objectives (the “Incentive Awards”). For example, the Administrator may establish a threshold level of achievement of each Performance Objective which, if not attained, will result in no Incentive Award being payable, and the Administrator may likewise establish a “stretch” level of achievement of each Performance Objective which, if attained, will result in an Incentive Award greater than 100% of the Target Incentive Award, up to a maximum of 200% of the Target Incentive Award. In establishing the level of Performance Objectives to be attained and in determining the actual level of achievement of each Performance Objective, the Administrator may disregard or offset the effect of such items of income or expense and such other factors, items or circumstances approved by the Compensation Committee and/or Board of Directors, including, but not limited to, extraordinary and/or nonrecurring items as determined in accordance with generally accepted accounting principles, changes in accounting standards, differences between actual foreign currency exchange rates during a Plan Period and the foreign currency exchange rates assumed in the Company’s financial plan for the Plan Period as presented to the Board of Directors and the Compensation Committee, the Company’s consolidation entries directly impacting the business units and such other unusual items or circumstances that may be approved by the Compensation Committee and/or Board of Directors.

Operation, Administration and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 4 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 7 of the Plan).