Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. (a) From and after the date of this Agreement and prior to earlier of the First Effective Time and the Termination Date, except (i) as may be required by applicable Law, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedules, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by Parent. (a) From and after the date of this Agreement and prior to until the earlier of the First Effective Time and the Termination Datedate, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (ix) as may be prohibited or required by applicable LawLaw or by any Governmental Entity, (iiy) as may be agreed set forth in writing Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) Parent shall maintain the status of Parent as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedules, Parent a REIT and shall, and shall cause its each of the Parent Subsidiaries to, use its commercially reasonable efforts (i) to (A) conduct its business in the ordinary course consistent with past practice in all material respects in the Ordinary Course of Business and respects, (Bii) to preserve intact in all material respects its business organization and maintain existing relationships goodwill and goodwill relationship with customers, third party payors, including Governmental Entities, customersand others with which it has material business dealings and (iii) to maintain its material assets and properties in adequate working condition and good repair, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors ordinary wear and business associates; provided, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisiontear excepted.

Conduct of Business by Parent. (a) From and after May 4, 2021 until the date of this Agreement and prior to earlier of the First Effective Time and the Termination Datedate, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (ix) as may be prohibited or required by applicable LawLaw or by any Governmental Entity, (iiy) as may be agreed set forth in writing Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) Parent shall maintain the status of Parent as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedules, Parent a REIT and shall, and shall cause its each of the Parent Subsidiaries to, use its commercially reasonable efforts (i) to (A) conduct its business in the ordinary course consistent with past practice in all material respects in the Ordinary Course of Business and respects, (Bii) to preserve intact in all material respects its business organization and maintain existing relationships goodwill and goodwill relationship with customers, third party payors, including Governmental Entities, customersand others with which it has material business dealings and (iii) to maintain its material assets and properties in adequate working condition and good repair, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors ordinary wear and business associates; provided, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisiontear excepted.

Conduct of Business by Parent. (a) From and after the date of this Agreement and prior to earlier of the First Effective Time and the Termination Date, except (i) as may be required by applicable Law, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedules, Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.