Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. Except as set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, (i) conduct its business in the ordinary course in all material respects consistent with past practice and (ii) use commercially reasonable efforts to preserve intact its business organization and advantageous business relationships, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping available the services of its current officers and employees. In addition, and without limiting the generality of the foregoing, except as forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not do any of the following:

Conduct of Business by Parent. Except as set forth in Section 5.01(b) of During the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the Effective Time, orexcept as set forth in Section 4.01(b) of the Parent Disclosure Letter or as consented to in writing in advance by the Company (such consent not to be unreasonably withheld or delayed) or as otherwise permitted, if earlier, the termination of contemplated or required by this Agreement in accordance with its termsAgreement, Parent shall, and shall cause each Parent Subsidiary of its Subsidiaries to, (i) conduct carry on its business in the ordinary course in all material respects prior to the Closing and, to the extent consistent with past practice and (ii) therewith, use commercially reasonable efforts to preserve intact its current business organization and advantageous business relationshipsgoodwill, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping keep available the services of its current officers officers, employees and employeesconsultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors, others having business dealings with it and Governmental Entities having regulatory dealings with it. In addition, addition to and without limiting the generality of the foregoing, except as forth in Section 5.01(b) of during the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the Effective Time, orexcept as otherwise set forth in Section 4.01(b) of the Parent Disclosure Letter or as otherwise permitted, if earlier, the termination of contemplated or required pursuant to this Agreement in accordance with its termsAgreement, Parent shall not, and shall not do permit any of its Subsidiaries to, without the following:Company’s prior written consent (such consent not to be unreasonably withheld or delayed):

Conduct of Business by Parent. Except as (I) for matters set forth in Section 5.01(b) of the Parent Disclosure Letter Letter, (II) for actions required to be taken by applicable Law, (III) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned) or (IV) as otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Agreement, from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, (i) conduct its business in the usual, regular and ordinary course in all material respects consistent with past practice and (ii) and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and advantageous business relationshipsorganization, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping keep available the services of its current officers employees and employees. In additionmaintain their relationships with customers, suppliers and without limiting the generality of the foregoing, others having business dealings with them except as (A) for matters set forth in Section 5.01(b) of the Parent Disclosure Letter Letter, (B) for actions required to be taken by applicable Law or (C) as otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Agreement, from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following:following without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business by Parent. Except as for matters set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Agreement, from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, to (i) conduct its business in the usual, regular and ordinary course in all material respects consistent with past practice substantially the same manner as previously conducted and (ii) use its commercially reasonable efforts to preserve intact its current business organization and advantageous business relationships, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping keep available the services of its current officers and employees, (ii) pay its Liabilities and Taxes when due and (iii) use all commercially reasonable efforts to keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except as for matters set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Agreement, from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not do any of the followingfollowing without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:

Conduct of Business by Parent. Except as (i) set forth in on Section 5.01(b4.1(b) of the Parent Disclosure Letter or Letter, (ii) otherwise expressly required by applicable Law, (iii) otherwise permitted or expressly contemplated by this Agreement or required (iv) consented to in writing by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each the Parent Subsidiary Subsidiaries to, (i) conduct its business in the ordinary course carry on their respective businesses in all material respects according to their ordinary course consistent with past practice and (ii) and, to the extent consistent therewith, use commercially reasonable best efforts to preserve intact its their current business organization and advantageous business relationshipsorganizations, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping keep available the services of its their current officers and employeesother key employees and preserve their relationships with customers, suppliers, distributors and other persons having business dealings with them. In addition, and without Without limiting the generality of the foregoing, except as (i) set forth in on Section 5.01(b4.1(b) of the Parent Disclosure Letter or Letter, (ii) otherwise expressly permitted or expressly required by applicable Law, (iii) otherwise contemplated by this Agreement or required (iv) consented to in writing by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not do and shall not permit any of the followingParent Subsidiary to:

Conduct of Business by Parent. Except During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.01(b4.01(b) of the Parent Disclosure Letter Schedule or otherwise expressly permitted or expressly contemplated as consented to in writing in advance by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)) or as otherwise expressly permitted or required by this Agreement or as otherwise required by applicable Law, Parent shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course consistent with past practice prior to the Closing and, to the extent consistent therewith, use commercially reasonable efforts to preserve substantially intact its current business organizations, keep available the services of its current officers, employees and consultants and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, (i) conduct its business in the ordinary course in all material respects consistent with past practice and (ii) use commercially reasonable efforts to preserve intact its business organization and advantageous business relationships, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping available the services of its current officers and employees. In addition, and without limiting the generality of the foregoing, except as otherwise set forth in Section 5.01(b4.01(b) of the Parent Disclosure Letter Schedule or as otherwise expressly permitted or expressly contemplated by required pursuant to this Agreement or as otherwise required by applicable Law or with Law, Parent shall not without the Company’s prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not do any of the following:):

Conduct of Business by Parent. Except as for matters set forth in Section 5.01(b5.01(a) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent which shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, (i) conduct its business in the ordinary course Ordinary Course of Business in all material respects consistent with past practice and (ii) use commercially reasonable best efforts to preserve intact its business organization and advantageous business relationships, including by maintaining its relations and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping available the services of its current officers and employees. In addition, and without limiting the generality of the foregoing, except as for matters set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent which shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following:

Conduct of Business by Parent. Except as for matters set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent which shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice in all material respects consistent with past practice and (ii) use commercially reasonable best efforts to preserve intact its business organization and advantageous business relationships, including by maintaining its relations relationships and goodwill with all material suppliers, material customers, material licensors, material licensees, material distributors and Governmental Entities and keeping keep available the services of its current officers and employees; provided, however, that no action by Parent or any Parent Subsidiary with respect to matters specifically addressed by the following sentence shall be deemed a breach of this sentence unless such action would constitute a breach of the following sentence. In addition, and without limiting the generality of the foregoing, except as for matters set forth in Section 5.01(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of the Company (such consent which shall not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall not, and shall not permit any Parent Subsidiary to, do any of the following: