Common use of COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER Clause in Contracts

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.1 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, and unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (1) the business of the Company and any of its Subsidiaries shall be conducted only in, and the Company and any such Subsidiaries shall not take any action except in, the Ordinary Course of Business, (2) the Company shall use all reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company and any of its Subsidiaries and to preserve the current relationships of the Company and such Subsidiaries with customers, suppliers and other persons with which the Company and any of its Subsidiaries has significant business relations, (3) comply with all applicable Laws, (4) prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (5) use reasonable efforts to obtain, prior to the Closing Date, all Required Company Consents, (6) take all actions to be in substantial compliance with all Company Permits, (7) make full and timely payment of all amounts required to be contributed under the terms of each Plan and applicable Law or required to be paid as expenses under any such Plan, and (8) the Company will not, and will not permit any Subsidiary to:

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.1 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, and unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld)writing, (1) the business of the Company and any of its Subsidiaries shall be conducted only in, and the Company and any such Subsidiaries shall not take any action except in, the Ordinary Course of Business, (2) the Company shall use all reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company and any of its Subsidiaries and to preserve the current relationships of the Company and such Subsidiaries with customers, suppliers and other persons with which the Company and any of its Subsidiaries has significant business relations, (3) comply with all applicable Laws, (4) prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (5) use reasonable efforts to obtain, prior to the Closing Date, all Required Company Consents, (6) take all actions to be in substantial compliance with all Company Permits, (7) make full and timely payment of all amounts required to be contributed under the terms of each Plan and applicable Law or required to be paid as expenses under any such Plan, and (8) the Company will not, and will not permit any Subsidiary to:

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 6.1 8.1 Conduct of Business by the Company ESCT Pending the Merger. The Company covenants Each of TRC and agrees ESCT covenant and agree that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.1 8.1 of the Company ESCT Disclosure Schedule or as contemplated by any other provision of this Agreement, and unless Parent FIND shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (1) the business of the Company ESCT and any of its Subsidiaries shall be conducted only in, and the Company ESCT and any such Subsidiaries shall not take any action except in, the Ordinary Course of Business, (2) the Company it shall use all reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company ESCT and any of its Subsidiaries and to preserve the current relationships of the Company ESCT and such Subsidiaries with customers, suppliers and other persons with which the Company ESCT and any of its Subsidiaries has significant business relations, (3) it shall comply with all applicable Laws, (4) it shall prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (5) it shall use reasonable efforts to obtain, prior to the Closing Date, all Required Company ESCT Consents, (6) it shall take all actions to be in substantial compliance with all Company ESCT Permits, (7) it shall make full and timely payment of all amounts required to be contributed under the terms of each Plan and applicable Law or required to be paid as expenses under any such Plan, and (8) the Company it will not, and will not permit any Subsidiary to: