Common use of Covenants Relating to Conduct of the Business Clause in Contracts

Covenants Relating to Conduct of the Business. (a) Except for matters (x) set forth in Schedule 5.01, (y) expressly agreed to by Purchaser or (z) expressly contemplated by the terms of this Agreement, from the date of this Agreement to the Closing Date, Seller shall, and shall cause the Seller Affiliates to, conduct the Business in all material respects in the ordinary course in a manner substantially consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom Seller and the Seller Affiliates deal in connection with the conduct of the Business in the ordinary course of business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that relationships with Seller and certain of its affiliates providing services to the Business will terminate as of the Closing as contemplated in Section 10.03 and that such termination shall not constitute a breach of this Agreement. In addition, except as set forth in Schedule 5.01 or as otherwise contemplated by the terms of this Agreement, Seller shall not, and shall cause the Seller Affiliates not to, do any of the following in connection with the Business without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) to the extent permitted by Applicable Law:

Covenants Relating to Conduct of the Business. (a) Except for matters (x) set forth in Schedule 5.01Section 5.01 of the Disclosure Schedule, (y) expressly agreed to by Purchaser (which agreement shall not be unreasonably withheld or delayed) or (z) expressly otherwise contemplated by the terms of this Agreement, from the date of this Agreement to the Closing Date, Seller shall, and shall cause the Seller Affiliates to, conduct the Business in all material respects in the ordinary course in a manner substantially consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom Seller and the Seller Affiliates deal with in connection with the conduct of the Business in the ordinary course of business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that relationships with Seller, the Seller Affiliates and certain of its their respective affiliates providing services to the Business will terminate as of the Closing as contemplated in Section 10.03 and that such termination shall not constitute a breach of this Agreement. In addition, except as set forth in Schedule Section 5.01 or of the Disclosure Schedule, except with respect to matters as to which Purchaser shall have no obligations, liabilities and commitments after the Closing and except as otherwise contemplated by the terms of this Agreement, Seller shall not, and shall not cause any of the Seller Affiliates not to, do any of the following in connection with the Business without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) to the extent permitted by Applicable Law:):

Covenants Relating to Conduct of the Business. (a) Except for matters (x) set forth in Schedule 5.01, (y) expressly agreed to in writing by Purchaser or (z) expressly contemplated by the terms of this Agreement, from the date of this Agreement to the Closing Date, Seller shall, and shall cause the Seller Affiliates to, conduct the Business in all material respects in the ordinary course in a manner substantially consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom Seller and the Seller Affiliates deal with in connection with the conduct of the Business in the ordinary course of business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that relationships with Seller and certain of its affiliates providing services to the Business will terminate as of the Closing as contemplated in Section 10.03 and that such termination shall not constitute a breach of this Agreement. In addition, except as set forth in Schedule 5.01 or as otherwise contemplated by the terms of this Agreement, Seller shall not, and shall cause the Seller Affiliates not to, do any of the following in connection with the Business without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) to the extent permitted by Applicable Law:):

Covenants Relating to Conduct of the Business. (a) Except for matters (xa) set forth in Schedule 5.01Section 6.1 of the Disclosure Schedule, (yb) expressly agreed to by Purchaser in writing (which agreement shall not be unreasonably withheld or delayed) or (zc) otherwise expressly contemplated by the terms of this Agreement, from the date of this Agreement to the Closing Date, Seller shall, and shall cause the Seller Affiliates to, conduct the Business in all material respects in the ordinary course in a manner substantially consistent with past practice and, to the extent consistent therewith, and use commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom Seller and the Seller Affiliates deal deals with in connection with the conduct of the Business in the ordinary course of businessBusiness. Notwithstanding the foregoing, Purchaser acknowledges and agrees that certain relationships with Seller and certain of its affiliates Affiliates providing services to the Business will terminate as of the Closing as contemplated in Section 10.03 11.4 and that such termination shall not constitute be deemed a breach of this Agreement. In addition, except as set forth in Section 6.1 of the Disclosure Schedule 5.01 or as otherwise expressly contemplated by the terms of this Agreement, Seller shall not, and shall cause the Seller Affiliates not to, do any of the following in connection with the Business from the date of this Agreement to the Closing Date without the prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed) to the extent permitted by Applicable Law:):

Covenants Relating to Conduct of the Business. (a) Except for matters (x) set forth in Schedule 5.01Section 5.01 of the Seller Disclosure Letter, (y) expressly agreed to by Purchaser in writing (which agreement shall not be unreasonably withheld or delayed) or (z) otherwise expressly contemplated by the terms of this Agreement, from the date of this Agreement to the Closing DateClosing, Seller shall, and shall cause the Seller Affiliates Parties to, conduct the Business in all material respects in the ordinary course in a manner substantially consistent with past practice and, to the extent consistent therewith, and use commercially reasonable efforts to preserve the material business relationships with customers, suppliers, distributors and others with whom Seller and the Seller Affiliates Parties deal in connection with the conduct of the Business in the ordinary course of businessBusiness. Notwithstanding the foregoing, Purchaser acknowledges and agrees that relationships with Seller, the Seller Parties and certain of its their respective affiliates providing services to the Business will terminate as of the Closing as contemplated in Section 10.03 11.03 and that such termination shall will not constitute a breach of this Agreement. In addition, except as set forth in Schedule Section 5.01 or of the Seller Disclosure Letter, except as otherwise expressly contemplated by the terms of this Agreement, Seller shall not, and shall cause the Seller Affiliates Parties not to, do any of the following in connection with the Business without the prior written consent of Purchaser (which consent shall will not be unreasonably withheld or delayed) to the extent permitted by Applicable Law:):