Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated hereby, from the date hereof until the Appointment Time, Parent shall, and shall cause each Parent Subsidiary to, conduct its business in all material respects in the ordinary course consistent with past practice, and shall (i) use all commercially reasonable efforts to preserve intact its present business organization and assets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the services of its present officers, key employees and independent contractors, (iv) use all commercially reasonable efforts to preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from the date hereof until the Appointment Time, Parent shall not, nor shall it permit any Parent Subsidiary, directly or indirectly, to:

Conduct of Business of Parent. Except as contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Schedule Letter or as otherwise expressly contemplated herebyrequired by applicable Law, from and after the date hereof until the Appointment Timeearlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall, shall and shall cause each Parent Subsidiary of its Subsidiaries to, except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (a) conduct its business in all material respects in the ordinary course of business, consistent with past practice, practice and shall (ib) use all commercially reasonable efforts to preserve substantially intact its present business organization and assets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the services of its present officers, key employees and independent contractors, (iv) use all commercially reasonable efforts to preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on the present commercial relationships with key Persons with whom it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Parent Material Adverse Effectdoes business. Without limiting the generality of the foregoingthis Section 5.2, except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter, or as required by applicable Law, from and after the date hereof until the Appointment Timeearlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall not, nor and shall it not permit any Parent Subsidiaryof its Subsidiaries to, directly or indirectly, to:do DOC ID - 32901658.22 64 any of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business of Parent. Except From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, except (i) as required by Applicable Law, (ii) as set forth in Section 5.01(b) of the Parent Disclosure Schedule Letter, or (iii) as otherwise required or expressly contemplated herebyby this Agreement, from unless the date hereof until the Appointment TimeCompany shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each Parent Subsidiary of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and in compliance in all material respects in the ordinary course consistent with past practice, all Applicable Laws and shall (iB) use all commercially reasonable best efforts to preserve intact its present business organization and assets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to advantageous business relationships and keep available the services of its present officerscurrent officers and employees; provided, key employees and independent contractorshowever, (iv) use all commercially reasonable efforts that no action or failure to preserve existing relationships take action with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it respect to matters specifically addressed by all applicable Lawsany of the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition, and (vi) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as set forth in Section 5.01(b) of the Parent Disclosure Schedule Letter or as otherwise expressly contemplated by this Agreementwith the Company’s prior written consent (which consent shall not be unreasonably withheld, from the date hereof until the Appointment Timeconditioned or delayed), Parent shall not, nor and shall it not permit any Parent Subsidiaryof its Subsidiaries to, directly or indirectly, todo any of the following:

Conduct of Business of Parent. Except During the period from the date hereof through the Effective Time, except (i) as may be required by a Governmental Entity or applicable Law, (ii) with the prior written consent of the Company (which consent or denial thereof shall be delivered by the Company within five (5) Business Days following receipt of a written request therefor in accordance with Section 8.7), (iii) as permitted by the terms of this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise expressly contemplated hereby, from the date hereof until the Appointment TimeSchedule, Parent shall, and shall cause each Parent Subsidiary of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practicepractice in all material respects and, to the extent consistent therewith, use reasonable best efforts to maintain and shall preserve intact its assets and business organization and its relationships with employees, officers, customers, suppliers, distributors, Governmental Entities and other business partners. Without limiting the foregoing, during the period from the date hereof through the Effective Time, except (i) use all commercially reasonable efforts to preserve intact its present business organization and assetsas may be required by a Governmental Entity or applicable Law, (ii) maintain with the prior written consent of the Company (which consent or denial thereof shall be delivered by the Company within five (5) Business Days following receipt of a written request therefor in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its businessaccordance with Section 8.7), (iii) use all commercially reasonable efforts to keep available as expressly permitted by the services terms of its present officers, key employees and independent contractors, this Agreement or (iv) use all commercially reasonable efforts to preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.2 of the Parent Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from the date hereof until the Appointment TimeSchedule, Parent shall not, nor and shall it permit any Parent Subsidiary, directly or indirectly, cause its Subsidiaries not to:

Conduct of Business of Parent. Except as set forth in During the Parent Disclosure Schedule or as otherwise expressly contemplated hereby, period from the date hereof of this Agreement until the Appointment Effective Time, Parent shall, and shall cause each Parent Subsidiary toof its Subsidiaries, except as expressly contemplated by this Agreement, as required by applicable Law, or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, Parent shall, and shall (i) cause each of its Subsidiaries to, use all commercially its reasonable best efforts to preserve substantially intact its present and its Subsidiaries’ business organization organization, to pay its debts and assetsTaxes, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the services of its present officersand its Subsidiaries’ current officers and employees, key employees and independent contractors, (iv) use all commercially reasonable efforts to preserve existing its and its Subsidiaries’ present relationships with its material customers, lenderssuppliers, suppliers distributors, licensors, licensees, and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the aggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from as set forth in the date hereof until applicable subsection of Section 5.02 of the Appointment TimeParent Disclosure Schedules, or as required by applicable Law, Parent shall not, nor shall it permit any Parent Subsidiaryof its Subsidiaries to, directly without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or indirectly, to:delayed):