Common use of Conduct of Business of Target Clause in Contracts

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 7.1 or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the Acquiror), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Target further agrees to (i) pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, (ii) subject to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due, and (iii) to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on Target. Without limiting the foregoing, except as expressly contemplated by this Agreement, Target shall not, cause or permit any of the following without the prior written consent of Acquiror:

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 7.1 or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the Acquiror), ): (a) to carry on its business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted. Target further agrees ; (b) to (i) pay its debts and Taxes when due subject (i) to good faith disputes over such debts or Taxes, ; and (ii) subject to Acquiror's consent to the filing of material Tax Returns Returns, if applicable, ; (c) to pay or perform other obligations when due, ; and (iiid) to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of (a) any event or occurrence not in the ordinary course of its or its subsidiaries' Target's business, and of any event which could reasonably be expected to have a Material Adverse Effect on Target; and (b) any change in its capitalization as set forth in Section 3.5. Without limiting the foregoing, except as expressly contemplated by this AgreementAgreement or the Target Disclosure Schedule, Target shall notnot do, cause or permit any of the following following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 7.1 or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the Acquiror), ): (a) to carry on its business in the usual, usual regular and ordinary course in substantially the same a manner as heretofore conducted. Target further agrees consistent with past practice; (b) to (i) pay its debts and Taxes when due subject (i) to good faith disputes over such debts or Taxes, ; and (ii) subject to obtaining Acquiror's ’s consent to the filing of material Tax Returns Returns, if applicable, ; (c) to pay or perform other obligations when due, ; and (iiid) to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be substantially unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of (y) any event or occurrence not in the ordinary course of its or its subsidiaries' Target’s business, and of any event which could reasonably be expected to have a Material Adverse Effect on Target; and (z) any change in its capitalization from that set forth in Section 3.2. Without limiting the foregoing, except as expressly contemplated by this AgreementAgreement or Section 5.2 of the Target Disclosure Schedule, Target shall notnot do, cause or permit any of the following following, without the prior written consent of Acquiror:

Conduct of Business of Target. During the period from the date of ----------------------------- this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 7.1 or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by the Acquiror), ) to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore previously conducted. Target further agrees to (i) pay debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other obligations when due (ii) subject to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due), and (iii) to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which that could have a Material Adverse Effect on Target. Without limiting the foregoing, except as expressly contemplated by this Agreement, Target shall not, cause or permit any of the following without the prior written consent of Acquiror: