Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as set forth in Section 6.1 or Section 6.2 of the Company Disclosure Schedule, (c) as required by applicable Law, or (d) as approved in advance by Parent in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of such time as designees of Parent constitute at least a majority of the Company Board pursuant to Section 2.4(a) and the Effective Time, each of the Company and each of its Subsidiaries shall (i) carry on its business in the ordinary course in all material respects in substantially the same manner as heretofore conducted and in material compliance with all applicable Laws and (ii) use commercially reasonable efforts, consistent with its past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as set forth in Section 6.1 5.1 or Section 6.2 5.2 of the Company Disclosure Schedule, (c) as required by applicable Law, or (d) as approved in advance by Parent in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of such time as designees the termination of Parent constitute at least a majority of the Company Board this Agreement pursuant to Section 2.4(a) Article VIII and the Effective Time, each of the Company and each of its Subsidiaries shall (i) carry on its business in the ordinary course in all material respects in substantially the same manner as heretofore conducted and in material compliance with all applicable Laws and (ii) use commercially reasonable efforts, consistent with its past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted expressly required by this Agreement, (b) as set forth in Section 6.1 Schedule 5.1 or Section 6.2 of the Company Disclosure Schedule, Schedule 5.2 to this Agreement or (c) as required by applicable Law, or (d) as approved consented to in advance by Parent in writingwriting (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of such time as designees (x) the Effective Time and (y) the termination of Parent constitute at least a majority of the Company Board this Agreement pursuant to Section 2.4(a) and the Effective TimeArticle VII, each of the Company and each of its Subsidiaries shall (i) carry on its business in the usual, regular and ordinary course in all material respects in substantially the same manner as heretofore conducted and in compliance in all material compliance respects with all applicable Laws Law and (ii) use commercially reasonable efforts, consistent with its past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve preserve, in all material respects, its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations of the Company. Except (a) as expressly contemplated permitted or permitted restricted by this Agreement, (b) as set forth in Section 6.1 5.1 or Section 6.2 5.2 of the Company Disclosure ScheduleLetter, (c) as required by applicable LawLaw or Order, or (d) as approved in advance consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of such time as designees the termination of Parent constitute at least a majority of the Company Board this Agreement pursuant to Section 2.4(a) Article VIII and the Effective Time, each of the Company and each of its Subsidiaries shall (i) carry on its business in the ordinary and usual course of business in all material respects in substantially consistent with past practices, and, to the same manner as heretofore conducted extent consistent therewith, the Company and in material compliance with its Subsidiaries shall use all applicable Laws commercially reasonable efforts to (i) preserve intact their current business organization and current assets, (ii) use commercially reasonable efforts, consistent with its past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its their current relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with which it has significant business dealingsthem, and (iii) preserve their goodwill.