Covenants of Middle Kingdom. From the date hereof until the earlier of the termination of this Agreement or the Closing Date, Middle Kingdom agrees that Middle Kingdom shall use commercially reasonable efforts, or cause MK Arizona to use commercially reasonable efforts, (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other Parties), to (i) carry on its business in the ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due (subject to good faith disputes over such debts or taxes), to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations and (ii) use its commercially reasonable efforts consistent with past practice to keep available the services of its present officers, directors and employees and use its commercially reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that there shall not be a Material Adverse Effect in its ongoing businesses as of the Closing Date. Middle Kingdom agrees to promptly notify the Pypo Parties of any material event or occurrence not in the ordinary course of its business and of any event that would have a Material Adverse Effect on any of the Middle Kingdom Parties. Without limiting the generality of the forgoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as listed on Section 9.2 of the Middle Kingdom Disclosure Schedule or as otherwise expressly permitted by or provided for in this Agreement, the Middle Kingdom Parties shall not do, allow, cause or permit any of the following actions to occur without the prior written consent of the Pypo Parties, which consent shall not be unreasonably delayed or withheld:
