Common use of Conduct of Business by Company Clause in Contracts

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, and shall cause each of its subsidiaries to, except as set forth in Section 4.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writing, (i) carry on its business, in the ordinary course, in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, (ii) pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, except as set forth in Section 4.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, and shall cause each of its subsidiaries toshall, except (i) as set forth in Section 4.1 of the Company Schedule Schedule, (ii) in connection with specific actions that Company is explicitly required to take pursuant to this Agreement or (iii) to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably delayed), (i) carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve intact its present business organization, (Bii) keep available the services of its present officers and employees and (Ciii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, except (i) in connection with specific actions that Company is explicitly required to take pursuant to this Agreement, (ii) as set forth in Section 4.1 of the Company Schedule or (iii) to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shalleach of Company, Title and shall cause each of its subsidiaries toshall, except as set forth in Section 4.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writingwriting or as otherwise specifically required or permitted by this Agreement or as set forth in Part 5.1 of the Company Schedules or Title Schedules, (i) carry on its business, their business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material compliance respects with all applicable laws and regulations, (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve intact its their present business organization, (Bii) keep available the services of its their present officers and employees and (Ciii) preserve its their relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has they have business dealings. In addition, Company and Title will promptly notify Parent of any material event involving its business or operations. In addition, except as set forth permitted by the terms of this Agreement or as otherwise specifically required or permitted by this Agreement, and except as provided in Section 4.1 Part 5.1 of the Company Schedule Schedules or to in Part 5.1 of the extent that Parent shall otherwise Title Schedules, without the prior written consent in writingof Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company and Title shall not do any of the following and shall not permit its their subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, and shall cause each of its subsidiaries toSubsidiaries shall, except as set forth in Section 4.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writing, (i) carry on its business, in the usual, regular and ordinary coursecourse consistent with past practices, in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulationsregulations (except where noncompliance would not have a Material Adverse Effect), (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve substantially intact its present business organization, (Bii) keep available the services of its present officers and employees and (Ciii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as set forth in Section 4.1 permitted by the terms of this Agreement, without the Company Schedule or to the extent that Parent shall otherwise prior written consent in writingof Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following and shall not permit its subsidiaries Subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeAppointment Date, Company shall, and shall cause each of its subsidiaries toshall, except as permitted by this Agreement, as set forth in Section 4.1 5.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably delayed or withheld), (i) carry on its business, business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws Laws and regulations, (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve intact its present business organization, (Bii) keep available the services of its present officers and employees and (Ciii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, except as set forth permitted by the terms of this Agreement and except as provided in Section 4.1 5.1 of the Company Schedule Schedule, without the prior written consent of Parent (which consent shall not be unreasonably delayed or to the extent that Parent shall otherwise consent in writingwithheld), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeAppointment Date, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of ------------------------------ this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeAppointment Date, Company shall, and shall cause each of its subsidiaries toshall, except as permitted by this Agreement, as set forth in Section 4.1 5.1 of the Company Schedule or to the extent that Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably delayed or withheld), (i) carry on its business, business in the usual, regular and ordinary course, course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws Laws and regulations, (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve intact its present business organization, (Bii) keep available the services of its present officers and employees and (Ciii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others with which it has significant business dealings. In addition, except as set forth permitted by the terms of this Agreement and except as provided in Section 4.1 5.1 of the Company Schedule Schedule, without the prior written consent of Parent (which consent shall not be unreasonably delayed or to the extent that Parent shall otherwise consent in writingwithheld), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeAppointment Date, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

Conduct of Business by Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall, and shall cause each of its subsidiaries to, except as set forth in Section 4.1 of the Company Schedule or to the extent that Parent Purchaser shall otherwise consent in writing, (i) carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, (ii) pay its debts and Taxes taxes when due, due subject to good faith disputes over such debts or Taxestaxes, (iii) pay or perform other material obligations when due, and (iv) use its commercially reasonable efforts consistent with past practices and policies to (Ai) preserve intact its present business organization, (Bii) keep available the services of its present officers and employees and (Ciii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as set forth permitted by the terms of this Agreement, and the transactions contemplated hereby, and except as provided in Section 4.1 SECTION 5.1 OF THE DISCLOSURE SCHEDULE, without the prior written consent of the Company Schedule or to the extent that Parent shall otherwise consent in writingPurchaser, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not, and with respect to Section (a) below, Parent shall not do permit the Company or any of the following and shall not permit its Company's subsidiaries to to, do any of the following: