Common use of Conduct of Business by the Company Pending the Closing Clause in Contracts

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (x) conduct its business in the ordinary course consistent with past practice and (y) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between from the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly specifically permitted, required or contemplated by any other provision of this Agreement (exclusive of the schedules hereto), as specifically set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted a closing condition in Article VII or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent with Parent's prior written xxxxxxt (such consent not to be unreasonably withheld, conditioned or delayed), the Company willshall, and will shall cause each Company Subsidiary to, : (xi) conduct its business operations only in the ordinary course consistent Ordinary Course of Business, and not to take any action inconsistent therewith or with past practice and this Agreement, (yii) subject to the limitations set forth in the following sentence, use its commercially reasonable best efforts to keep available the services of the current officers officers, employees and key employees consultants of the Company and each Company Subsidiary (subject to terminations for cause or performance reasons) and to preserve the current relationships of the Company and each Company Subsidiary with each of the their respective customers, suppliers, landlords distributors, business partners and other Persons with whom which the Company or any Company Subsidiary has material business relations, (iii) use its Best Efforts to have in effect and maintain at all times insurance of the kinds, in the amounts and with the insurers as is in effect as of the date of this Agreement, (iv) keep in working condition and good order and repair all of its assets and other properties, normal wear and tear excepted, and (v) protect the Company's Intellectual Property. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedulespecifically permitted, as otherwise expressly permitted required or contemplated by any other provision of this Agreement, as required by applicable Law or as consented to in writing by Parent Agreement (such consent not to be unreasonably withheld, conditioned or delayedexclusive of the schedules hereto), the Company shall not, and shall not permit any Company Subsidiary to, between from the date of this Agreement and to the Effective Time, directly or indirectly, take do, or agree to do, any of the following actions:without Parent's prior written consent (such consent not to be unreasonably withheld):

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between From the date of this Agreement and until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or in accordance with Article 7 (the Effective Time“Pre-Closing Period”), except as expressly set forth in Section 7.1(a5.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated by this AgreementLetter, as required by applicable Law or as consented to in writing by this Agreement, or otherwise with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company willshall, and will shall cause each Company Subsidiary of its Subsidiaries to, (x) conduct its business in all material respects in the ordinary course of business consistent with past practice and (y) subject to practice. During the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereofPre-Closing Period, except as set forth in Section 5.1(a) of the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this AgreementLetter, as required by applicable Law or as consented to in writing by this Agreement, or otherwise with the prior written consent of Parent (such which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (x) preserve substantially intact its present business organization, assets and technology, (y) keep available the services of its present officers and key employees, and (z) preserve intact its relationships with the key customers, suppliers, licensors, licensees, distributors and other persons with whom it has significant business relations, in each case consistent with past practice. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as set forth in Section 5.1(a) of the Company Disclosure Letter, as required by Law or this Agreement, or otherwise with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take any cause each of the following actionsits Subsidiaries not to:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier first to occur of the following: (i) the termination of this Agreement pursuant to Section 9.1 hereof, (ii) the date upon which the directors designated by Parent are elected or appointed to the Company Board pursuant to Section 9.2 hereof 2.4(a) if the directors so elected or appointed constitute a majority of all the directors then on the Company Board, and (iii) the Effective Time, except as otherwise expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, the Company will, and will cause each Company Subsidiary to, (x) conduct its business in the ordinary course consistent with past practice and (y) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary to preserve intact its current business organization and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such which consent shall be in Parent’s sole discretion as to clauses (i), (ii), (iii), (iv), (v), (xiii), (xiv)(A), (xxi), (xxii), and (xxvi) and which consent shall not to be unreasonably withheld, delayed or conditioned or delayedas to clauses (vi) through (xii), (xiv)(B) through (xiv)(E), (xv) through (xx), (xxiii) through (xxv), and (xxvii) through (xxix)), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, that between the date of this Agreement and the earlier to occur of Merger Effective Time or the termination of date, if any, on which this Agreement is terminated pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time8.1, except (i) as expressly set forth in Section 7.1(aSchedule 5.1(a) of the Company Disclosure ScheduleLetter, (ii) as otherwise required, contemplated or permitted or contemplated by pursuant to this Agreement, (iii) as may be required by applicable Law or (iv) as consented to in writing by Parent the PECO Parties (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company willshall, and will shall cause each Company Subsidiary of the other Acquired Companies to, (xA) conduct its business their respective businesses in all material respects in the Ordinary Course of Business and shall use all reasonable efforts to keep intact their respective businesses and preserve their respective relationships with Governmental Entities, customers, suppliers, landlords, tenants, creditors, business associates and others with whom they deal, (B) use reasonable best efforts to maintain their respective assets and properties in their current condition (ordinary course consistent with past practice wear and tear excepted) and (yC) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available maintain the services Company’s status as a REIT within the meaning of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relationsCode. Without limiting the generality of the foregoing, and except (I) as an extension thereof, except as expressly set forth in Schedule 5.1a) of the Company Disclosure ScheduleLetter, (II) as otherwise expressly required, contemplated or permitted or contemplated by pursuant to this Agreement, (III) as required by applicable Law or (IV) as consented to in writing by Parent PECO (such which consent shall not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any the Company Subsidiary Operating Partnership to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (x) conduct its business in the ordinary course consistent with past practice and (y) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, that between the date of this Agreement and the Effective TimeTime or the date, directly or indirectlyif any, take any on which this Agreement is terminated pursuant to Section 8.1, except (1) as set forth in Section 5.1 of the following actionsCompany Disclosure Letter, (2) as specifically permitted or required by this Agreement, (3) as required by Law or Order (including any COVID-19 Measures) or (4) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned for purposes of subsections (c), (e), (h), (j)-(n), (p), (r), (t), (v)-(x) of Section 5.1), the Company shall and shall cause each Company Subsidiary to conduct its business, in all material respects, in the ordinary course of business consistent with past practice, including, to the extent consistent therewith, using commercially reasonable efforts to preserve intact its and their present business organizations and to preserve its and their present relationships with customers, suppliers and other Persons with whom it and they have material business relations. Without limiting the generality of the foregoing, except (i) as expressly permitted or required by this Agreement, (ii) as set forth in the subsection of Section 5.1 of the Company Disclosure Letter corresponding to the applicable subsection of this Section 5.1, (iii) as required by Law or final Order (including any COVID-19 Measures) or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned for purposes of subsections (c), (e), (h), (j)-(n), (p), (r), (t), (v)-(x) of Section 5.1), until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not and shall not permit any Company Subsidiary to:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Timein accordance with Article 7, except as expressly set forth in Section 7.1(a) 5.1 of the Company Disclosure Schedule, Schedule or as otherwise permitted or contemplated by this Agreement, as expressly required by applicable Law or as consented to in writing expressly contemplated by Parent this Agreement or otherwise with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (xi) conduct its business operations only in the ordinary course of business consistent with past practice (including, for the avoidance of doubt, by paying all Taxes and filing all Tax Returns required under applicable Law), (yii) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and other key employees of the Company and each Company Subsidiary and to preserve the goodwill and current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords suppliers and other Persons with whom which the Company or any Company Subsidiary has material business relationsrelations and (iii) use its commercially reasonable efforts to preserve substantially intact its present business organization. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law (other than Section 5.1(s)) or as consented expressly contemplated by this Agreement (including with respect to in writing by Parent (such any Pre-Closing Restructuring Actions taken), or otherwise with the prior written consent not to be unreasonably withheld, conditioned or delayed)of the Purchaser, the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between from the date of this Agreement and through the earlier to occur of the time the designees of Parent have been elected to, and shall constitute a majority of, the Company Board pursuant to Section 1.3 or the date of the valid termination of this Agreement pursuant to in accordance with Section 9.1 or Section 9.2 hereof or the Effective Time7.1, except as expressly set forth in Section 7.1(a) 5.1 of the Company Disclosure Schedule, Schedule or as otherwise permitted or expressly contemplated by any other provision of this Agreement, as required by applicable Law or as consented to unless Parent shall otherwise agree in writing by Parent (such consent which agreement shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), the Company will, and will cause each the Company Subsidiary to, (xi) conduct its business operations only in the ordinary and usual course of business consistent with past practice and practice, (yii) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and officers, key employees and consultants of the Company and each Company Subsidiary and to preserve the goodwill and current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords suppliers and other Persons with whom which the Company or any the Company Subsidiary has material significant business relations, (iii) use its commercially reasonable efforts to preserve substantially intact its business organization, and (iv) comply in all material respects with all applicable Laws. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 5.1 of the Company Disclosure Schedule, Schedule or as otherwise expressly permitted or contemplated by any other provision of this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall notnot (unless required by applicable Law), and shall not permit any the Company Subsidiary to, between from the date of this Agreement through the earlier of the time the designees of Parent have been elected to, and shall constitute a majority of, the Effective TimeCompany Board pursuant to Section 1.3 or the date of the valid termination of this Agreement in accordance with Section 7.1, directly or indirectly, take do, or agree to do, any of the following actions:without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of (A) the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof hereof, (B) such time as designees of Parent first constitute a majority of the Board, or (C) the Effective Time, except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated by this Agreement, as required by applicable Law or by written agreements existing on the date of this Agreement that have been disclosed on the Company Disclosure Schedules, or as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (x) conduct its business in the ordinary course consistent with past practice and (y) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available available, in all material respects, the services of the current executive officers and key employees of the Company and each Company Subsidiary and to preserve preserve, in all material respects, the current relationships of the Company and each Company Subsidiary with each of the material customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or by written agreements existing on the date of this Agreement that have been disclosed on the Company Disclosure Schedules, or as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take any of the following actions:

Conduct of Business by the Company Pending the Closing. (a) The Company agrees thatExcept as expressly contemplated or permitted by this Agreement, between from the date of this Agreement and until the earlier to occur of the Closing and the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective TimeARTICLE IX, except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as unless Parent shall otherwise permitted or contemplated by this Agreement, as required by applicable Law or as consented to consent in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), or except as required by Applicable Law, the Company willshall, and will shall cause each Company Subsidiary its Subsidiaries to, (x) conduct its their business in the ordinary course consistent with past practice and (y) subject Ordinary Course of Business in all material respects and, to the limitations set forth in the following sentenceextent not inconsistent therewith, use its commercially reasonable efforts to keep available the services of the (i) preserve substantially intact their current officers and key employees of the Company and each Company Subsidiary and to business organizations, (ii) preserve the current in all material respects their relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords licensors, licensees, distributors and other Persons with whom third parties that are material to the operation of the business and (iii) keep available their present officers and key employees; provided, that, in the case of the immediately preceding clauses (i), (ii) and (iii), commercially reasonable efforts shall not be deemed to require the Company or any Company Subsidiary has material business relations. Without limiting of its Subsidiaries to exert any efforts with respect to a particular matter that are greater than the foregoing, and as an extension thereof, except as set forth in level of efforts exerted by the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or as consented such Subsidiary with respect to in writing by Parent (such consent not matter prior to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and Agreement; provided, further, that (i) no action or inaction by the Effective Time, directly Company or indirectly, take any of its Subsidiaries with respect to any of the following actions:matters specifically addressed by another provision of this Section 7.1 shall be deemed to be a breach of the portion of this sentence preceding this proviso unless such action or inaction would constitute a breach of such other provision and (ii) the failure of Parent to take any action prohibited by Section 7.2(b) shall not be deemed to be a breach of this Section 7.1(a)(i), (ii) or (iii).

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 7.1(a) 7.1 of the Company Disclosure Schedule, as otherwise expressly permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayeddelayed with respect to the matters in subparagraph (i), (l), (n), (o) or (q) below), the Company willshall, and will shall cause each the Company Subsidiary to, in all material respects (xit being understood that in no event shall the Company's participation in the negotiation (including activities related to due diligence), execution, delivery, pendency, public announcement (in accordance with this Agreement) of, or the Company's performance of any of this Agreement or the performance of the transactions contemplated herein or the consequences thereof on the respective businesses of the Company and the Company Subsidiary, be considered a breach of any of the provisions of this Section 7.1), (i) conduct its business in the ordinary course consistent with past practice and (yii) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each the Company Subsidiary with each of the customers, suppliers, landlords suppliers and other Persons with whom the Company or any the Company Subsidiary has material significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayeddelayed with respect to the matters in subparagraph (i), (l), (n), (o) or (q) below), the Company shall not, and shall not permit any the Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take do, or agree to do, any of the following actionsfollowing:

Conduct of Business by the Company Pending the Closing. Between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except as set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly required by any other provision of this Agreement or with the prior written consent of Parent, the Company will, and will cause each of its Subsidiaries to, (ai) The conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) use commercially reasonable efforts to preserve intact the business organization of the Company agrees thatand each of its Subsidiaries, keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries and to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with material customers, suppliers, distributors, licensors, licensees, Governmental Entities and other Persons with which the Company or any of its Subsidiaries has business relations. Without limiting the foregoing, except as set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly required by any other provision of this Agreement, the Company shall not, and shall cause each of its Subsidiaries not to, between the date of this Agreement and the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 7.1(a) of the Company Disclosure Schedule, as otherwise permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each Company Subsidiary to, (x) conduct its business in the ordinary course consistent accordance with past practice and (y) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with each of the customers, suppliers, landlords and other Persons with whom the Company or any Company Subsidiary has material business relations. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the Effective TimeArticle 7, directly or indirectly, take any of the following actions:actions without the prior written consent of Parent (which consent shall not be unreasonably withheld in respect to Sections 5.1(h) (to the extent it relates to any Indebtedness other than with regard to Indebtedness for borrowed money and related interest rate swaps), (i) (j), (q) and (v) (with regard to the foregoing clauses of Section 5.1)):

Conduct of Business by the Company Pending the Closing. (a) The Company agrees that, between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof or the Effective Time, except as expressly set forth in Section 7.1(a) 7.1 of the Company Disclosure Schedule, as otherwise expressly permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayeddelayed with respect to the matters in subparagraph (i), (l), (n), (o) or (q) below), the Company willshall, and will shall cause each the Company Subsidiary to, in all material respects (xit being understood that in no event shall the Company’s participation in the negotiation (including activities related to due diligence), execution, delivery, pendency, public announcement (in accordance with this Agreement) of, or the Company’s performance of any of this Agreement or the performance of the transactions contemplated herein or the consequences thereof on the respective businesses of the Company and the Company Subsidiary, be considered a breach of any of the provisions of this Section 7.1), (i) conduct its business in the ordinary course consistent with past practice and (yii) subject to the limitations set forth in the following sentence, use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each the Company Subsidiary with each of the customers, suppliers, landlords suppliers and other Persons with whom the Company or any the Company Subsidiary has material significant business relationsrelations as is reasonably necessary to preserve substantially intact its business organization. Without limiting the foregoing, and as an extension thereof, except as set forth in the Company Disclosure Schedule, as otherwise expressly permitted or contemplated required by this Agreement, as required by applicable Law or as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayeddelayed with respect to the matters in subparagraph (i), (l), (n), (o) or (q) below), the Company shall not, and shall not permit any the Company Subsidiary to, between the date of this Agreement and the Effective Time, directly or indirectly, take do, or agree to do, any of the following actionsfollowing: