Common use of Interim Operations Clause in Contracts

Interim Operations. 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, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. 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 required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and 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 writingwriting (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly contemplated permitted by this Agreement) and except Agreement or as required by a Governmental Entity or applicable LawLaws, (a) the business of the Company it and its Subsidiaries shall be conducted in all material respects in the ordinary and usual coursecourse and, (b) each of to the extent consistent with the foregoing, the Company and its Subsidiaries shall use its their respective commercially reasonable best efforts to preserve its their business organizations and assets intact and substantially intact, maintain its rights, franchises, powers and privileges and its existing relations and goodwill satisfactory relationships with Governmental AuthoritiesEntities, customersNERC, suppliersPJM, distributors, creditors, lessors, employees customers and suppliers having significant business associates dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall take no be deemed a breach of this sentence unless such action that would reasonably be expected to adversely affect or materially delay the ability constitute a breach of the Company to obtain any necessary approvals of any Regulatory Authorities or such other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisprovision. Without limiting the generality of and in In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required permitted by this Agreement or as required by LawAgreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (C) as is required by applicable Law or any Governmental Entity or (CD) as set forth in Section 5.01 6.1(a) of the Company Disclosure ScheduleLetter, the Company shall will not and shall will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by this Agreement(1) and except as required by applicable Law, (a2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and usual course, (b) each of the Company and its Subsidiaries shall shall, subject to compliance with the specific matters set forth below, use its reasonable best efforts to preserve its business organizations and assets organization intact and maintain its rights, franchises, powers and privileges and its the existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of of, and in furtherance of of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until and prior to the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or ), (C) as set forth expressly disclosed in Section 5.01 6.1(a) of the Company Disclosure ScheduleLetter or (D) as expressly provided for in this Agreement, the Company shall not and shall will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date execution of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by this Agreement(1) and except as required by applicable Law, (a2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and usual course, (b) each of the Company and its Subsidiaries shall shall, subject to compliance with the specific matters set forth below, use its reasonable best efforts to preserve its business organizations and assets organization intact and maintain its rights, franchises, powers and privileges and its the existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of of, and in furtherance of of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until and prior to the First Effective Time, except (A) as otherwise expressly required by this Agreement or as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or ), (C) as set forth expressly disclosed in Section 5.01 6.1(a) of the Company Disclosure ScheduleLetter or (D) as expressly provided for in this Agreement, the Company shall not and shall will not permit any of 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 until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writingwriting (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated required by this Agreement) and except Agreement or as required by a Governmental Entity or applicable LawLaw and any Material Contract in effect prior to the date of this Agreement), (a) conduct its business in the business Ordinary Course of Business and, to the Company extent consistent therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing Subsidiaries’ relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees employees, agents and business associates associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and keep available the services safety of the Company and Company’s or its Subsidiaries’ present employees and agentsother individuals having business dealings with the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (x) and (c) y), subject to Section 5.10, reasonable prior consultation with Parent to the Company and its Subsidiaries shall take no action that would extent reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basispracticable. Without limiting the generality of and in furtherance of the foregoingforegoing sentence, from the date of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement pursuant to Article IX, except (A) as otherwise expressly required by this Agreement or Agreement, as required by a Governmental Entity or applicable Law, (B) as Parent may approve approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (C) as set forth in the corresponding subsection of Section 5.01 7.1(a) of the Company Disclosure Schedule, the Company shall not and shall not permit cause its Subsidiaries not to:

Interim Operations. (i) The Company shall not knowingly take or permit any of its Subsidiaries to take any action or refrain from taking any action the result of which would be reasonably and foreseeably likely to prevent the consummation of the Merger by the Termination Date, except as expressly and specifically permitted by Section 6.2. 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 writingwriting (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except Agreement or as required by applicable LawLaws, (a) the business of the Company it and its Subsidiaries shall be conducted in the ordinary and usual coursecourse and, (b) each of to the Company extent consistent therewith, it and its Subsidiaries shall use its their respective reasonable best efforts to preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of the foregoing and in furtherance of the foregoingthereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by LawAgreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 6.1(i) of the Company Disclosure ScheduleLetter, the Company shall will not and shall 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 writingwriting (such approval not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except Agreement or as required by applicable LawLaw or Contracts existing as of the date of this Agreement, (a) the business of the Company and its Subsidiaries shall be conducted only in the ordinary and usual coursecourse and, (b) each of to the extent consistent therewith, the Company and its Subsidiaries shall use its reasonable best efforts efforts, when in the best interests of the Company and its Subsidiaries, to preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its their existing relations and goodwill with Governmental AuthoritiesEntities with jurisdiction over health-care related matters, customers, manufacturers (which shall not include the payment of additional money or concessions other than pursuant to existing contractual terms), suppliers, distributors, creditors, lessors, lessors and employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of the foregoing and in furtherance of the foregoingthereof, from the date of this Agreement until the Effective Time, except (Ai) as otherwise expressly required contemplated by this Agreement or as required by LawContracts existing as of the date of this Agreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (Ciii) as set forth in Section 5.01 6.1(a) of the Company Disclosure ScheduleLetter, the Company shall will not and shall will not permit its Subsidiaries to:

Interim Operations. The (a) Each of the Company and Parent covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time (unless Parent or the Company, as applicable, shall otherwise approve in writingwriting (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as otherwise expressly contemplated by this Agreement) and except , as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (a) the business of the Company it and its Subsidiaries shall be conducted in the ordinary and usual courseOrdinary Course and, (b) each of to the Company extent consistent therewith, it and its Subsidiaries shall use its their respective commercially reasonable best efforts to preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisassociates. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except as otherwise expressly: (Ai) contemplated by this Agreement; (ii) contemplated by any Contract entered into prior to, concurrently with or after the date of this Agreement by Parent with respect to the Other Parent Transactions (as such Contract may be amended, supplemented or otherwise modified from time to time); (iii) required by applicable Law or the terms of any Contract in effect on the date of this Agreement, (iv) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld withheld, conditioned or delayed) by the other Party; or (Cv) as set forth in the corresponding subsection of Section 5.01 7.1 of the Company Disclosure ScheduleLetter, as it relates to the Company and its Subsidiaries, or on Section 7.1 of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, shall not and 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 and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated required by this Agreement) and except as required by applicable LawLaws, (a) the Company shall, and shall cause its Subsidiaries to, conduct the business of the Company it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice and usual courseit shall, (b) and shall cause each of the Company and its Subsidiaries shall to, use its respective reasonable best efforts to preserve its their business organizations and assets intact intact, maintain their Licenses and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company its and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of of, and in furtherance of of, the foregoing, from the date of this Agreement hereof until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by LawAgreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed), (C) as required by applicable Laws or (CD) as set forth in Section 5.01 7.1(a) of the Company Disclosure ScheduleLetter, the Company shall not do any of the following and shall not permit cause each of its Subsidiaries tonot to do any of the following:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated required by this Agreement) Agreement and except as required by applicable LawLaws), (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual coursecourse consistent with past practice and, (b) each of to the extent consistent therewith, the Company and its Subsidiaries shall use its their respective reasonable best efforts to (i) preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authoritiesmembers, lenders, licensors, licensees, customers, suppliers, distributors, creditors, lessors, employees employees, labor organizations and similar organizations and other business associates relationships they may have, (ii) timely renew existing customer supply agreements consistent with past practice and enter into supply agreements with new customers in the ordinary course of business, (iii) keep available the services of the Company its and its Subsidiaries’ present employees and agents, (iv) maintain normal levels of net working capital, and (cv) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect maintain in effect Licenses issued or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other granted by a Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisEntity. Without limiting the generality of of, and in furtherance of of, the foregoing, from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, except (A) as otherwise expressly required by this Agreement or and except as required by Lawapplicable Laws, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or (C) as expressly set forth in Section 5.01 5.1 of the Company Disclosure ScheduleLetter, the Company shall will not and shall will not permit its Subsidiaries to:

Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement and prior to the Effective Time Except (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement1) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. 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 required by this Agreement or as required by Law, (B2) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, conditioned or delayed) or ), (C3) as set forth expressly disclosed in Section 5.01 6.1 of the Company Disclosure ScheduleLetter, or (4) as expressly required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the earlier of (x) the Effective Time or (y) termination of this Agreement in accordance with Article VIII, the Company shall use its commercially reasonable efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business, and, to the extent consistent therewith and subject to the restrictions contemplated in this Section 6.1(a), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (A) preserve substantially intact its and its Subsidiaries’ business organizations, goodwill, assets, properties and Contracts (B) maintain its existence in good standing under the Laws of its incorporation or formation, (C) keep available the services of its current officers and employees, and (D) preserve its existing relationships with its material customers, suppliers, licensors, licensees, distributors, lessors and other Persons with which the Company and its Subsidiaries have business relations. Without limiting the generality of the foregoing, except (1) as required by applicable Law, (2) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (3) as expressly disclosed in Section 6.1 of the Company Disclosure Letter corresponding to the applicable clause below, or (4) as expressly required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the earlier of (x) the Effective Time or (y) termination of this Agreement in accordance with Article VIII, Company shall not and shall will not permit any of its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that from and after the date of this Agreement and prior to the Effective Time, the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Xxxxxxxx, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (which approval will not be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of and disclosed in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:Letter):

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 writingwriting (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly contemplated required or permitted by this Agreement) and except Agreement or as required by a Governmental Entity or applicable LawLaws, (a) the business of the Company it shall and its Subsidiaries shall be conducted conduct their businesses in all material respects in the ordinary and usual coursecourse of business consistent with past practice and, (b) each of to the extent consistent with the foregoing, the Company and its Subsidiaries shall use its their respective commercially reasonable best efforts to preserve its their business organizations substantially intact, maintain in effect all of its material Licenses and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill preserve satisfactory relationships with Governmental Authorities, customers, suppliers, distributors, creditors, lessorsEntities, employees and customers and suppliers having significant business associates dealings with them (and other material business relations) and keep available the services of their key employees; provided, however, that no action taken by the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xxi) of this Section 6.1(a) shall take no be deemed a breach of this sentence unless such action that would reasonably be expected to adversely affect or materially delay the ability constitute a breach of the Company to obtain any necessary approvals of any Regulatory Authorities or such other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisprovision. 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 required or permitted by this Agreement or as required by LawAgreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld withheld, delayed or delayedconditioned), (C) as is required by applicable Law or any Governmental Entity or (CD) as set forth in Section 5.01 6.1(a) of the Company Disclosure Schedule, the Company shall will not and shall will not permit its Subsidiaries to:

Interim Operations. 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, which approval shall not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by this Agreement) ), and except as (i) required by applicable LawLaw or (ii) is necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures , (a) the business of the Company and its Subsidiaries shall be conducted in all material respects in the ordinary and usual coursecourse in accordance with its current business practices and operation, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.105.09, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. 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 required by this Agreement or as required by Law, (B) as Parent may approve in writing in advance (such approval not to be unreasonably withheld withheld, conditioned or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:

Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the earlier of the Effective Time (unless Parent shall otherwise approve in writingand the date, if any, of which this Agreement is earlier terminated pursuant to Article VI, its business and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual coursecourse of business consistent with past practice. To the extent consistent with the foregoing sentence, (b) each of the Company and its Subsidiaries shall use its their respective commercially reasonable best efforts to preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, . Nothing in the foregoing sentences shall prohibit or restrict the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability from taking any of the following actions: (i) actions approved by Parent in writing (which approval shall not be unreasonably delayed, and Parent agrees to consider in good faith any actions to be taken by the Company to obtain for which such approval is being sought from Parent by the Company), (ii) any necessary approvals action expressly required or expressly not prohibited by this Agreement; and (iii) any action required by Law (including any requirement of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basisSEC). Without limiting the generality of the foregoing and in furtherance of the foregoingthereof, from the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement until the Effective Timeis earlier terminated pursuant to Article VI, except (A) as otherwise expressly required or expressly not prohibited by this Agreement or as required by LawAgreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or delayed and Parent agrees to consider in good faith any actions to be taken by the Company for which such approval is being sought from Parent by the Company), (C) as set forth in Section 5.01 3.1 of the Company Disclosure ScheduleLetter or (D) as required by any applicable Laws (including any requirement of the SEC), the Company shall will not and shall 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 execution and delivery of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (such approval not to be unreasonably conditioned, withheld or delayed)), and except as otherwise expressly contemplated by this Agreement) and except Agreement or as is required by a Governmental Entity or applicable Law, (a) comply in all material respects with all applicable Laws and the requirements of all Material Contracts, conduct its business in all material respects in the Ordinary Course of the Company Business and, in connection therewith, shall use and cause each of its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall to use its their respective commercially reasonable best efforts to preserve its and its Subsidiaries’ business organizations and assets intact and substantially intact, maintain its rights, franchises, powers and privileges and its Subsidiaries’ existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliersconsultants, distributorslicensors, licensees, creditors, lessors, employees and business associates and having significant business dealings with them, keep available the services of its and its Subsidiaries’ key present employees and agents, preserve and maintain the assets utilized in connection with the business of the Company and its Subsidiaries’ present employees , maintain in effect all Governmental Authorizations and agents, keep in full force and (c) subject to Section 5.10, effect all material Insurance Policies maintained by the Company and its Subsidiaries shall take Subsidiaries; provided, however, that no action that would reasonably taken or failed to be expected to adversely affect or materially delay the ability of taken by the Company or any of its Subsidiaries with respect to obtain any necessary approvals the matters specifically addressed by clauses (i) through (xxix) of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on Section 7.1(a) shall be deemed a timely basisbreach of this Section 7.1(a) unless such action would constitute a breach of such clauses (i) through (xxix). Without limiting the generality of and in furtherance of the foregoingforegoing sentence, from the date execution and delivery of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated by this Agreement, required by this Agreement a Governmental Entity or as required by applicable Law, (B) as Parent may approve approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (C) as set forth in Section 5.01 7.1(a) of the Company Disclosure ScheduleLetter, the Company shall not and shall not permit any of its Subsidiaries to:

Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after During the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of and in furtherance of the foregoing, period from the date of this Agreement until to the Effective TimeClosing Date, each of Parent, on the one hand, and the Company, on the other hand (each of Parent and the Company being referred to as a “Covenanting Party” for purposes of this Section 5.1), except with the other Covenanting Party’s prior written consent (A) not to be unreasonably withheld, conditioned or delayed), as otherwise expressly specifically required by this Agreement or as required by applicable Law, shall, and shall cause each of their respective Subsidiaries to, carry on its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its reasonable best efforts to (Ba) as Parent may approve preserve intact its current business organization and reputation, (b) preserve its assets, rights and properties in writing good repair and condition, (such approval not c) keep available the services of its and its Subsidiaries’ current directors, officers and other key employees and (d) preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it and/or its Subsidiaries, and with Governmental Entities with jurisdiction over the Covenanting Party’s or its Subsidiaries’ significant operations. In addition to be unreasonably withheld or delayed) or (C) and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, except as set forth in Section 5.01 5.1 of the Company relevant Covenanting Party’s Disclosure Schedule, the Company as specifically required by this Agreement or as required by applicable Law, each Covenanting Party shall not not, and shall not permit cause its Subsidiaries not to:, take any of the following actions without the other Covenanting Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed):

Interim Operations. The Company covenants and agrees Except (a) as to itself and its Subsidiaries thatotherwise expressly required or permitted by this Agreement or as required by Law, after (b) as Parent may approve in writing or (c) as set forth in Section 6.01 of the Community Disclosure Schedule, during the period from the date of this Agreement and prior to until the earlier of the Effective Time (unless Parent shall otherwise approve or termination of this Agreement in writingaccordance with Article 8, Community shall, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Lawshall cause each of its Subsidiaries to, (ai) the conduct its business of the Company and its Subsidiaries shall be conducted in the ordinary and usual coursecourse consistent with past practice in all material respects, (bii) each of the Company and its Subsidiaries shall use its commercially reasonable best efforts to maintain and preserve intact its business organizations organization and assets intact and maintain its rightsadvantageous business relationships, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, officers and employees and business associates and keep available the services of the Company Community and its Subsidiaries’ present employees and agents, (iii) maintain in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it, and (civ) subject to Section 5.10, the Company and its Subsidiaries shall take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company either Community or Parent to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basishereby. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the earlier of the Effective TimeTime or termination of this Agreement in accordance with Article 8, except (A) as otherwise expressly required or permitted by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 6.01 of the Company Community Disclosure Schedule, the Company Community shall not and shall not permit any of its Subsidiaries to:

Interim Operations. The Company covenants and agrees as to itself and its Subsidiaries that, after the date of this Agreement hereof and prior to the earlier to occur of (i) the date on which the designees of Parent and/or Merger Sub on the board of directors of the Company constitute a majority of the members of the Company’s board of directors and (ii) the Effective Time (the earlier of such dates, the “Control Date”) (unless Parent shall otherwise approve in writing, such approval not to be unreasonably withheld, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company it and its Subsidiaries shall be conducted in the ordinary and usual coursecourse consistent with past practice and to the extent consistent therewith, (b) each of the Company and its Subsidiaries shall use its their respective commercially reasonable best efforts to preserve its their business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental AuthoritiesEntities, customers, suppliers, distributorslandlords, creditorslicensors, lessorslicensees, employees and business associates and keep available associates. Notwithstanding the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of foregoing and in furtherance of the foregoingthereof, from the date of this Agreement until the Effective TimeControl Date, except (Ai) as otherwise expressly required contemplated by this Agreement or as required by LawAgreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld withheld), (iii) as is required by applicable Law or delayed) by any Governmental Entity or (Civ) as set forth in Section 5.01 7.1 of the Company Disclosure Schedule, the Company shall will not and shall will not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that from and after the date of this Agreement and prior to the Effective Time, the business of the Company and its Subsidiaries shall be conducted in -35- the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoidaxxx xx doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (which approval will not be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of and disclosed in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:Letter):

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that from and after the date of this Agreement and prior to the Effective Time, the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoxxxxxx of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (which approval will not be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of and disclosed in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:Letter):

Interim Operations. 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, and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its commercially reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. 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 required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:

Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that from and after the date of this Agreement and prior to the Effective Time, the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with respect to the Company and its Subsidiaries shall be deemed to refer to the Company and its Subsidiaries on a consolidated basis. The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingwriting (which approval will not be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (a) the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to preserve its business organizations and assets intact and maintain its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental Authorities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of and disclosed in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to:Letter):