Common use of Interim Operations Clause in Contracts

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable Laws, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time Time, except as expressly contemplated or permitted by this Agreement or required by applicable Law or with the prior written approval of Parent (unless Parent which shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course. To the extent consistent with the foregoing and except as otherwise set forth in Section 6.1 of consented to by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company Disclosure Letter) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and other Persons with whom the Company or its Subsidiaries has a material business associates and keep available the services of its and its Subsidiaries’ present employees and agentsrelationship. Without limiting the generality of, and in furtherance of, of the foregoing, from the date of this Agreement until the Effective Time, except (Aw) as otherwise expressly provided in contemplated or permitted by this Agreement, (Bx) as with the prior written approval of Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (Cy) as required by applicable Law or (z) as set forth in Section 6.1 5.1(a) of the Company Disclosure Letter or (D) as required by applicable LawsSchedule, the Company will not and will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and until the earlier of the termination of this Agreement and prior pursuant to its terms or the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheldTime, delayed or conditioned), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except expressly contemplated by this Agreement or as required by applicable Laws, without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), the business of it the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except (A) as otherwise expressly provided in required by this AgreementAgreement or required by Law, (B) as Parent may approve in writing (such which approval shall not to be unreasonably withheld, delayed withheld or conditioned), delayed) or (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after that from the date of this Agreement and prior to until the Effective Time (Time, unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except expressly contemplated by this Agreement or as required by applicable Laws, the business of it the Company and its Subsidiaries shall be conducted only in the ordinary and usual course and, to the extent consistent therewith, it the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain their existing relations and goodwill with Governmental Entities, customers, manufacturers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its the present employees and agents of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (Ai) as otherwise expressly provided in required by this Agreement, (Bii) as Parent may approve in writing or (such approval not to be unreasonably withheld, delayed or conditioned), (Ciii) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letterexpressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required or expressly contemplated by this Agreement, (B) as reasonably responsive to a requirement of applicable Law or any Governmental Entity, (C) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioned), delayed) or (CD) as set forth in Section 6.1 6.1(a) of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (ai) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (Time, unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except expressly contemplated by this Agreement or as required by applicable Laws, the its business and that of it and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and usual course andit shall, to the extent consistent therewith, it and shall cause its Subsidiaries shall to, use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its the present employees and agents of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioned), delayed) or (C) as set forth in Section 6.1 5.1(i) of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants shall, and agrees as to itself and shall cause each of its Subsidiaries thatto, from and after the date of this Agreement and prior to the Effective Time (unless Parent and Merger Sub shall otherwise approve in writing (writing, with such approval not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except expressly required by this Agreement or as required by applicable LawsLaw, the conduct its business of it and its Subsidiaries shall be conducted in the ordinary and usual course Ordinary Course of Business and, to the extent consistent therewith, it shall use and cause each of its Subsidiaries shall to use their respective reasonable best efforts to to, preserve its and their business organizations intact and maintain existing satisfactory relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of and in furtherance of, of the foregoingforegoing sentence, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required by this Agreement, (B) required by applicable Law, or as Parent may approve approved in writing (by Parent, with such approval not to be unreasonably withheld, delayed conditioned or conditioned), (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable Lawsdelayed, the Company will shall not and will not permit shall cause its Subsidiaries not to:

Interim Operations. (a) The Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld, delayed withheld or conditioned)delayed, and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) expressly contemplated by this Agreement and except as required by applicable Laws), the Company’s business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries the Company shall use their respective its reasonable best efforts to preserve their its business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees Employees, sales representatives and business associates and keep available the services of its and its Subsidiaries’ the Company’s present employees Employees and agents. Without limiting the generality ofof the foregoing, and in furtherance of, the foregoingthereof, from the date of this Agreement hereof until the Effective Time, except (A) as otherwise expressly provided in required by this AgreementAgreement or applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioned), delayed) or (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries toshall not:

Interim Operations. (avii) The Company WRC covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent FCB shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letterexpressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, licensors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of and in furtherance of, of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required by this Agreement, (B) as Parent FCB may approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioned), delayed) or (C) as set forth in Section 6.1 of the Company WRC Disclosure Letter or (D) as required by applicable LawsLetter, the Company WRC will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (writing, such approval not to be unreasonably withheld, delayed or conditioned), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letterexpressly contemplated by this Agreement) and except as required by applicable LawsLaw, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, consistent with past practice and to the extent consistent therewith, it the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributorslandlords, creditorslicensors, lessorslicensees, employees and business associates and keep available associates. Notwithstanding the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (Ai) as otherwise expressly provided in contemplated by this Agreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (Ciii) as is required by applicable Law or by any Governmental Entity or (iv) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable LawsSchedule, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (unless Parent shall otherwise approve in advance in writing (such approval not to be unreasonably withheld, delayed or conditioned), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except as expressly required by this Agreement or applicable Laws), the business of it the Company and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees Employees, sales representatives and business associates and keep available the services of its and its Subsidiaries’ present employees Employees and agents. Without limiting the generality ofof the foregoing, and in furtherance of, the foregoingthereof, from the date of this Agreement hereof until the Effective Time, except (A) as otherwise expressly provided in required by this AgreementAgreement or applicable Law, (B) as Parent may approve in advance in writing (such approval not to be unreasonably withheld, delayed ) or conditioned), (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will shall not and will shall not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letterexpressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required or expressly contemplated by this Agreement, (B) as reasonably responsive to a requirement of applicable Law or any Governmental Entity, (C) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed withheld or conditioneddelayed) or (D) except with respect to clause (xvii), as to which this clause (CD) will not apply, as set forth in Section 6.1 6.1(a) of the Company Disclosure Letter or (D) as required by applicable LawsLetter, the Company will not and will not permit its Subsidiaries to:

Interim Operations. (a) The From the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company covenants and agrees as to itself and its Subsidiaries that, after from the date of this Agreement and prior to until the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), and except as otherwise set forth in Section 6.1 of the Company Disclosure Letter) and except as required by applicable LawsTime, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to (x) preserve intact their business organizations intact organizations, assets and lines of business and (y) maintain its and their existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoingthereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly provided in required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as set forth in Section 6.1 of the Company Disclosure Letter required by applicable Laws or definitive interpretations thereof or by any Governmental Entity or (D) as required by applicable Lawsset forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not not, and will not permit its Subsidiaries Subsidiaries, to: