Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business, in the usual, regular and ordinary course and in compliance with all applicable laws and regulations, pay its debts and taxes when due and pay or perform other material obligations when due, subject to good faith disputes over such debts, taxes, and obligations, and use its commercially reasonable efforts, consistent with past practices (except as set forth in Schedule 4.1), and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings, except in each case as set forth in Section 4.1 of the Company Schedule. In addition, except as expressly permitted by the terms of this Agreement and, except in each case as set forth in Section 4.1 of the Company Schedule, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business, business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts Liabilities and taxes Taxes when due and pay or perform other material obligations when due, (subject to good faith disputes over such debtsLiabilities or Taxes), taxespay or perform other obligations when due, and obligationstake such actions as set forth in Section 4.1(a) of the Company Schedule, and use its commercially all reasonable efforts, consistent with past practices (except as set forth in Schedule 4.1)and policies, and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees employees, and (iii) preserve its relationships with customers, suppliers, distributors, consultants, licensors, licensees, licensees and others with which it has significant business dealings, except in each case as set forth in Section 4.1 of the Company Schedule. In addition, except as expressly permitted by the terms of this Agreement and, except in each case as set forth in Section 4.1 of the Company Scheduleshall promptly notify Parent of any event that would have a Material Adverse Effect on the Company. In addition, without the prior written consent of Parent, except as permitted or required by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following not, and shall not permit its subsidiaries to to, do any of the following: