Common use of Conduct of Parent Clause in Contracts

Conduct of Parent. During the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, customers and other Persons with which Parent has material business relationships; provided, that neither Parent nor any of its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of termination of this Agreement and the Effective Time, except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 7.01 of the Parent Disclosure Schedule or (z) as otherwise required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by unless the Company shall otherwise consent (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) in compliance in all material respects with all Applicable Laws and all Parent Permits and use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with customers, suppliers, vendorslicensors, Governmental Authoritieslicensees, customers distributors and other Persons with which Parent has material business relationshipsthird parties and keep available the services of its present officers and employees; provided, however, that neither no action or failure to take action by Parent nor or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 7.01(a) through (c) shall be required constitute a breach under this paragraph unless such action or failure to take action would constitute a breach of such provision of Section 7.01(a) through (or shall without the Company’s prior consentc), not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsas applicable. In addition to and without Without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, during from the Pre-Closing Perioddate of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as with the Company’s prior written consent (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause its Subsidiaries not to:

Conduct of Parent. During Parent shall not, and shall cause its Subsidiaries not to, from the Pre-Closing Perioddate of this Agreement to the Effective Time, except take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement. Except for matters set forth in Section 7.01 of Parent Disclosure Letter, as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) as required by applicable Applicable Law or (iv) consented to in advance in writing by with the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date hereof and prior to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to (i) preserve intact in all material respects its present business organization organization, (ii) keep available the services of its directors, officers and key employees and (iii) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with suppliers, vendors, Governmental Authorities, customers and other Persons with which Parent has material business relationships; provided, that neither Parent nor any of its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsit. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Periodexcept for matters set forth in Section 7.01 of Parent Disclosure Letter, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 6.05 of the Parent Letter, (y) as required by applicable Applicable Law or (z) consented to in advance in writing by with the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), between the date hereof and the Effective Time, as applicable, Parent shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of the Effective Time and the termination of this Agreement, (A) except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by unless the Company shall otherwise consent (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with customers, members, suppliers, vendorsProviders, Governmental Authoritieslicensors, customers licensees and other Persons with which Third Parties and keep available the services of its present officers and employees; provided that (i) no action by Parent has material business relationships; provided, that neither Parent nor or any of its Subsidiaries permitted by an exception to any of Section 7.01(a) through Section 7.01(e) will be a breach of this sentence and (ii) Parent’s or any of its Subsidiaries’ failure to take any action prohibited by any of Section 7.01(a) through Section 7.01(e) will not be a breach of this sentence and (B) Parent shall, and shall be required (or shall without the Company’s prior consentcause each of its Subsidiaries to, not to be unreasonably withheld, conditioned or delayed) to make any payments to conduct its business relationship counterparties, beyond that paid in accordance with the ordinary course restriction set forth in Section 7.01(B) of business in order to maintain such business relationshipsthe Parent Disclosure Schedule. In addition to and without Without limiting the generality of the foregoing, during except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 7.01 of the Pre-Closing Period, except Parent Disclosure Schedule or (z) as (w) expressly otherwise required or expressly contemplated by this Agreement, without the Company’s prior written consent (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause each of its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of the First Merger Effective Time or the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by unless the Company shall otherwise consent (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) in compliance in all material respects with all Applicable Laws and use its commercially reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with customers, members, suppliers, vendorsProviders, Governmental Authoritieslicensors, customers licensees and other Persons with which Third Parties and keep available the services of its present officers and employees; provided that no action or failure to take action by Parent has material business relationships; provided, that neither Parent nor or any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 7.01(a) through (f) shall be required constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of Section 7.01(a) through (or shall without the Company’s prior consentf), not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsas applicable. In addition to and without Without limiting the generality of the foregoing, during except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 7.01 of the Pre-Closing PeriodParent Disclosure Schedule, except or (z) as (w) expressly otherwise required or expressly contemplated by this Agreement, without the Company’s prior written consent (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause each of its Subsidiaries not to:

Conduct of Parent. During Except (w) with the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 prior written consent of the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), (x) as set forth on Section 7.01 of the Parent Disclosure Schedule, (y) for the transactions contemplated by this Agreement, the Separation Agreement and the Ancillary Agreements or as otherwise expressly required or permitted hereby or thereby or (z) as required by Applicable Law, from the date hereof until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, (AI) use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and (BII) use its reasonable best efforts to preserve intact in the business organizations of Parent and its Subsidiaries and the relations and goodwill of all material respects its business organization and material business relationships with suppliers, vendorsmaterial customers, material licensors and Governmental Authorities, customers in each case with respect to Parent and other Persons with which its Subsidiaries, and to keep available the services of the present officers and key employees of Parent has material business relationships; provided, that neither Parent nor any of and its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsSubsidiaries. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Periodsubject to Section 8.09, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 6.05 with the prior written consent of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayeddelayed with respect to the matters set forth in clause (d) through (l) and, insofar as related thereto, clause (m) below), (x) as set forth on Section 7.01 of the Parent Disclosure Schedule, (y) for the transactions contemplated by this Agreement, the Separation Agreement and the Ancillary Agreements or as otherwise expressly required or permitted hereby or thereby or (z) as required by Applicable Law, Parent shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of Parent. During the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) as set forth in Section 6.05 6.01 of the Parent Disclosure Letter, (iii) required by applicable Law or (iv) as consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to, (A) to conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) and, to the extent consistent with the foregoing, use its commercially reasonable best efforts to (i) preserve intact its business organization, goodwill and reputation, (ii) preserve in all material respects its business organization relationships with its customers, lenders, suppliers, licensors, licensees, distributors and material others having business relationships with suppliers, vendors, it and with Governmental Authorities, customers Authorities with jurisdiction over Parent’s operations and other Persons with which Parent has material business relationships; provided, that neither Parent nor any of (iii) keep available its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipscurrent officers and key employees. In addition to and addition, without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) as set forth in Section 6.05 6.01 of the Parent Disclosure Letter, (y) required by applicable Law or (z) as consented to in advance in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed)) or as required by applicable Law or Order, Parent shall not, and nor shall cause it permit any of its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of the Merger Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (iy) expressly as set forth in Section 7.01 of the Parent Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, (ii) set forth in Section 6.05 of unless the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance Company shall otherwise consent in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and practice; provided that (Bi) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, customers and other Persons with which no action by the Parent has material business relationships; provided, that neither Parent nor or any of its Subsidiaries shall to the extent expressly permitted by an exception to any of Section 7.01(a) through Section 7.01(f) will be required a breach of this sentence and (ii) if Parent or shall without any of its Subsidiaries seeks the consent of the Company to take any action prohibited by any of Section 7.01(a) through Section 7.01(f), and such consent is withheld by the Company’s prior consent, the failure to take such action will not be deemed to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course a breach of business in order to maintain such business relationshipsthis sentence. In addition to and without Without limiting the generality of the foregoing, during except (A) as prohibited or required by Applicable Law, (B) as set forth in Section 7.01 of the Pre-Closing PeriodParent Disclosure Schedule, except or (C) as (w) expressly otherwise required or expressly contemplated by this Agreement, without the Company’s prior written consent (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause each of its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as required by Applicable Law, (iy) expressly as set forth in Section 7.1 of the Parent Disclosure Schedule or (z) as otherwise required or expressly contemplated permitted by this Agreement, (ii) set forth in Section 6.05 of unless the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance Company shall otherwise consent in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve intact in compliance in all material respects with all Applicable Laws and use its and their commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over Parent’s operations and other Third Parties having material business relationships with suppliersParent and its Subsidiaries; (ii) keep available the services of the present directors, vendors, Governmental Authorities, customers officers and other Persons with which employees of Parent has and its Subsidiaries; and (iii) maintain in effect all material business relationshipsParent Permits; provided, provided that neither Parent nor any of its Subsidiaries shall be required (or shall without take any action to comply with the Company’s prior consent, not to be unreasonably withheld, conditioned or delayedforegoing that would breach any of Sections 7.1(a) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsthrough 7.1(s). In addition to and without Without limiting the generality of the foregoing, during except (A) as required by Applicable Law, (B) as set forth in Section 7.1 of the Pre-Closing Period, except Parent Disclosure Schedule or (C) as (w) expressly otherwise required or expressly contemplated permitted by this Agreement, without the Company’s prior written consent (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause each of its Subsidiaries not to:

Conduct of Parent. During (a) Subject to the Pre-Closing Period, except as (i) expressly required or expressly contemplated by this Agreement, (ii) limitations and exceptions set forth in the several sentences of this Section 6.05 of 8.01, from the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by date hereof until the Company (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course consistent with past practice and use its reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and key employees, (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material respects business relationships with it and (v) ensure that all payments made, liabilities incurred and transactions entered into represent bona fide obligations or transactions arising in the ordinary course of business consistent with past practice for full and (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, customers and other Persons with which Parent has material business relationships; provided, that neither Parent nor any of its Subsidiaries shall be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsvalid consideration. In addition to and without Without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) as required by Applicable Law, or as set forth in Section 6.05 8.01 of the Parent Letter, (y) required by applicable Law Disclosure Schedule or (z) consented to in advance the extent the Company shall otherwise consent in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), subject to any constraints under Applicable Law, Parent shall notshall, and shall cause its Subsidiaries not to:

Conduct of Parent. During Except (a) for matters set forth in Section 7.01-1 of the Pre-Closing PeriodParent Disclosure Letter, except (b) as (i) expressly required or as expressly contemplated permitted by this Agreement, (iic) set forth in Section 6.05 of the Parent Letter, (iii) as required by applicable Applicable Law or (ivd) consented to in advance in writing by with the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date hereof and prior to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (Bi) use its reasonable best efforts to conduct its business in the ordinary course of business and (ii) use its reasonable best efforts to (x) preserve intact in all material respects its present business organization organization, (y) keep available the services of its directors, officers and key employees and (z) maintain satisfactory relationships with its customers, lenders, suppliers, Governmental Authorities and others having material business relationships with suppliersit; provided that for the avoidance of doubt, vendors, Governmental Authorities, customers Parent shall not be obligated to take any action that would not be permitted by the following sentence of this Section 7.01 and other Persons with which Parent has material business relationships; provided, that neither Parent nor any action permitted by the following sentence of its Subsidiaries this Section 7.01 shall not be required (or shall without the Company’s prior consent, not to be unreasonably withheld, conditioned or delayed) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course deemed a breach of business in order to maintain such business relationshipsthis sentence of this Section 7.01. In addition to and without Without limiting the generality of the foregoing, during except (a) for matters set forth in Section 7.01-2 of the Pre-Closing PeriodParent Disclosure Letter, except (b) as (w) expressly required or expressly contemplated by this Agreement, (xc) set forth in Section 6.05 of the Parent Letter, (y) as required by applicable Applicable Law or (zd) consented to in advance in writing by with the prior written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), from and after the date hereof and prior to the Effective Time, Parent shall not, and shall cause its Subsidiaries not to:

Conduct of Parent. During From the Pre-Closing Perioddate of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as required by Applicable Law, (iy) expressly as set forth in Section ‎7.1 of the Parent Disclosure Schedule or (z) as otherwise required or expressly contemplated permitted by this Agreement, (ii) set forth in Section 6.05 of unless the Parent Letter, (iii) required by applicable Law or (iv) consented to in advance Company shall otherwise consent in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve intact in compliance in all material respects with all Applicable Laws and use its and their commercially reasonable efforts to (i) preserve intact its business organization and relationships with customers, suppliers, licensors, licensees, Governmental Authorities with jurisdiction over Parent’s operations and other Third Parties having material business relationships with suppliersParent and its Subsidiaries; (ii) keep available the services of the present directors, vendors, Governmental Authorities, customers officers and other Persons with which employees of Parent has and its Subsidiaries; and (iii) maintain in effect all material business relationshipsParent Permits; provided, provided that neither Parent nor any of its Subsidiaries shall be required (or shall without take any action to comply with the Company’s prior consent, not to be unreasonably withheld, conditioned or delayedforegoing that would breach any of ‎Sections ‎7.1(a) to make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationshipsthrough ‎7.1(s). In addition to and without Without limiting the generality of the foregoing, during except (A) as required by Applicable Law, (B) as set forth in Section ‎‎‎7.1 of the Pre-Closing Period, except Parent Disclosure Schedule or (C) as (w) expressly otherwise required or expressly contemplated permitted by this Agreement, without the Company’s prior written consent (x) set forth in Section 6.05 of the Parent Letter, (y) required by applicable Law or (z) consented to in advance in writing by the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause each of its Subsidiaries not to: