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

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From and after the date of this Agreement hereof and prior to earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, contemplated or required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure SchedulesSchedule, the Company shallcovenants and agrees with Parent that the business of the Company and its Subsidiaries shall be conducted in, and such entities shall cause not take any action except in, the ordinary course of business, and the Company and its Subsidiaries to, shall use its commercially their reasonable best efforts to (A) conduct keep available the services of current officers, key employees and consultants of the Company and each of its Subsidiaries, (B) preserve the Company’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of the Company and its Subsidiaries as are currently in effect and (D) comply in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associatesapplicable Laws; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to hereof until the earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable LawLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, contemplated or required or expressly permitted by this Agreement Agreement, or (iv) as set forth in Section 5.1 5.1(a) of the Company Disclosure SchedulesSchedule, the Company covenants and agrees that the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business, and the Company shall, and shall cause its Subsidiaries to, use its their commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization their present lines of business, maintain their rights, franchises and maintain existing Company Permits and preserve their relationships with customers and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From The Company covenants and after agrees that, between the date of this Agreement and prior the earlier to earlier occur of the Control Date Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 8.1 (the “Termination DateInterim Period”), except (i) as may be to the extent required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by pursuant to this Agreement Agreement, or (iv) as set forth in Section 5.1 6.1(a) or Section 6.1(c) of the Company Disclosure SchedulesLetter, the Company shall, and shall cause its Subsidiaries each of the other Company Entities to, use its commercially reasonable efforts to (Ai) conduct its business in all material respects in the Ordinary Course of Business ordinary course and in accordance a manner consistent with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)past practice, and (Bii) use commercially reasonable efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization organization, goodwill, ongoing businesses and relationships with Third Parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the status of the Company as a REIT, and each Company Subsidiary as a Qualified REIT Subsidiary or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.Taxable REIT Subsidiary

Conduct of Business by the Company. (a) From and after the date of this Agreement hereof and prior to earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (with the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, (iii) as may be expressly contemplated, required contemplated or expressly permitted by this Agreement or (iv) as set forth disclosed in Section 5.1 5.1(a) or Section 5.1(b) of the Company Disclosure SchedulesSchedule, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business ordinary course consistent with past practice (including, without limitation, by exercising its powers, duties and responsibilities under the Company Management Agreements in accordance with applicable Laws and in the capital allocation policy set forth on Section 5.1(a) ordinary course of the Company Disclosure Schedule (the “Company Capital Allocation Policy”business consistent with past practice), and (B) use commercially reasonable best efforts to maintain and preserve intact in all material respects its business organization organization, goodwill and maintain existing significant business relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, to retain the services of its key officers and key employees, contractors and business associates; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 5.1(b) 5.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to until the earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier validly terminated pursuant to in accordance with Section 7.1 (the “Termination Date”)8.1, except (ix) as may be prohibited or required by applicable LawLaw or by any Governmental Entity, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (ivy) as set forth in Section 5.1 of the Company Disclosure SchedulesSchedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course in all material respects and, to the extent consistent therewith, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (Bi) preserve intact in all material respects its business organization organization, (ii) preserve its assets, rights and maintain existing relationships properties in good repair and condition, (iii) retain the services of its current officers, employees and consultants and (iv) preserve the goodwill and relationship of the Company and each of its Subsidiaries with Governmental EntitiesFranchisees, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors lessors and other Persons with which it has material business associatesdealings; provided, however, that no action or failure to take action by the Company or any of its Subsidiaries with respect to matters any matter specifically addressed by requiring Parent’s consent under any provision of Section 5.1(b) shall be deemed constitute a breach of under this sentence Section 5.1(a), unless such action or failure to take action would constitute a breach of such other provisionprovision of Section 5.1(b).

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to hereof until the earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable LawLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company and its Subsidiaries, (ii) as may be agreed in writing by with the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be expressly contemplated, contemplated or required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (Schedule, the “Company Capital Allocation Policy”), covenants and (B) preserve intact agrees that the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business in all material respects respects, and the Company and its business organization Subsidiaries shall use commercially reasonable efforts to preserve substantially intact their respective present lines of business, maintain their respective material rights, franchises and maintain existing Permits and preserve their respective relationships with key customers and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, however, that no action by the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionprovision of Section 5.1(b).

Conduct of Business by the Company. (a) From The Company covenants and after agrees that, from the date of this Agreement Execution Date and prior to continuing until the earlier of the Control Closing Date and the date, if any, on which termination of this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)Agreement, except (i1) as may be permitted by this Agreement, (2) as set forth in Schedule 5.1(a) of the Disclosure Schedule, (3) as contemplated by applicable Law or the rules, regulations or requirements of any Governmental Authority applicable to the Company or ioneer Parent, (4) as required by applicable Lawthe terms of any Permit, Material Contract or Real Property Agreement, (ii5) as may be agreed contemplated by the Consolidated Project Budget or the Project Work Plan, (6) with respect to the incurrence of any Liabilities of the Company that are fully satisfied and paid prior to the Closing, (7) for actions taken in connection with the Financing, (8) as requested by Investor, or (9) to the extent Investor shall otherwise consent in writing by Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iiix) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course ordinary course of Business its business, (y) the Company shall conduct its business, including the development of the Project, in accordance with the capital allocation policy set forth on Section 5.1(aConsolidated Project Budget and Project Work Plan (in each case, as may be updated from time to time in accordance with this Agreement) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)in all material respects, and (Bz) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) subsidiaries shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.not:

Conduct of Business by the Company. (a) From and after During the period from the date of this Agreement and prior to the earlier of the Control Date and Effective Time or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)in accordance with its terms, except (i) as may be consented to in writing in advance by Parent, (ii) as otherwise specifically required by this Agreement, (iii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iv) as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve intact its business organization, preserve its material assets, rights and properties in good repair and condition and preserve its goodwill and maintain satisfactory relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it and in compliance in all material respects with applicable Law, and shall continue to pay outstanding accounts payable and other current liabilities (iiincluding payroll) when due in payable). In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, except as (x) specifically required by this Agreement, as required by applicable Law or (y) as may be agreed set forth in writing by Parent Section 6.1(a) of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.:

Conduct of Business by the Company. During the Pre-Closing Period, the Company (which for the purposes of this Section 4.3 shall include the Company and each of its Subsidiaries) agrees, except (a) From and after the date of as required by law, (b) as specifically provided in this Agreement and prior to earlier or Section 4.3 of the Control Date Company Disclosure Schedule or (c) to the extent that Parent shall otherwise consent in writing, to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the dateservices of its present officers and employees and preserve its relationships with customers, if anysuppliers, on distributors, licensors, licensees and others with which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)it has business dealings. In addition, except (i) as may be required by applicable Lawlaw, (ii) as may be agreed specifically provided in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) 4.3 of the Company Disclosure Schedule (iii) as required by its existing debenture agreements or (iv) to the “Company Capital Allocation Policy”)extent that Parent shall otherwise consent in writing, and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the Company or shall not do any of the following and shall prevent its Subsidiaries with respect to matters specifically addressed by from doing any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.the following:

Conduct of Business by the Company. From the date hereof until the earliest of (a) From and after the date Effective Time or (b) the termination of this Agreement and prior to earlier in accordance with its terms, except as required or otherwise expressly permitted or contemplated by this Agreement (including as expressly provided in Section 6.02), as set forth in Section 6.01 of the Control Date and Company Disclosure Schedule or with the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its each of the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to (Ai) conduct its preserve intact the assets, including manufacturing facilities, and business organization of the Company and the Company Subsidiaries, (ii) preserve the current beneficial relationships of the Company and the Company Subsidiaries with any Persons (including suppliers, partners, contractors, distributors, sales representatives, customers, licensors and licensees) with which the Company or any Company Subsidiary has material business relations, (iii) retain the services of the present officers and key employees of the Company and the Company Subsidiaries, except as limited by this Agreement or the Transactions, (iv) comply in all material respects in with all applicable Laws and the Ordinary Course requirements of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the all Company Disclosure Schedule (the “Company Capital Allocation Policy”), Material Contracts and (Bv) preserve intact keep in full force and effect all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action insurance policies maintained by the Company or its Subsidiaries with respect and the Company Subsidiaries, other than changes to matters specifically addressed by any provision such policies made in the ordinary course of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionbusiness.

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to hereof until the earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable LawLaw or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) as may be agreed in writing by Parent ETP (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, contemplated or required or expressly permitted by this Agreement Agreement, (iv) pursuant to the Company Restructuring Transactions (provided that the Company shall keep ETP reasonably informed as to the status of the Company Restructuring Transactions) or the Additional Transactions or (ivv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (Schedule, the “Company Capital Allocation Policy”)covenants and agrees that the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business, and (B) shall use commercially reasonable efforts to preserve intact in all material respects its business organization their present lines of business, maintain their rights, franchises and maintain existing Company Permits and preserve their relationships with customers and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From The Company covenants and after agrees that, between the date of this Agreement and prior the earlier to earlier occur of the Control Date Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 8.1 (the “Termination DateInterim Period”), except (i) as may be to the extent required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by pursuant to this Agreement Agreement, or (iv) as set forth in Section 5.1 6.1(a) or Section 6.1(c) of the Company Disclosure SchedulesLetter, the Company shall, and shall cause its Subsidiaries each of the other Company Entities to, use its commercially reasonable efforts to (Ai) conduct its business in all material respects in the Ordinary Course ordinary course and in a manner consistent with past practice (including performance of Business in accordance with the capital allocation policy set forth on Section 5.1(a) its obligations under each of the Company Disclosure Schedule (the “Company Capital Allocation Policy”categories of Contracts described in Section 6.1(c)(xxiii)), and (Bii) use its reasonable best efforts to maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or the Company Subsidiaries’ control excepted), preserve intact in all material respects its current business organization organization, goodwill, ongoing businesses and relationships with third parties, keep available the services of its present officers, maintain all Company Insurance Policies, and maintain existing relationships the status of the Company as a REIT. The consent of Parent shall be deemed to have been given for purposes of this Section 6.1(a) and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action Section 6.1(c) if Parent does not object in writing within five (5) Business Days from the date on which the written request for such consent is provided by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionParent.

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except Except (i) as may be required otherwise expressly contemplated by applicable Lawthis Agreement, (ii) as may required by applicable Legal Requirements, (iii) in connection with any activity permitted to be agreed taken by the Company pursuant to ‎Section 6.5(a), (iv) as set forth in ‎Section 6.1 of the Company Disclosure Schedule or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by during the period from the date of this Agreement or (iv) as set forth in Section 5.1 until the earlier to occur of the Company Disclosure SchedulesEffective Time or termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to : (A) conduct its business carry on their respective businesses in all material respects in the Ordinary Course of Business in accordance ordinary course consistent with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), past practice. and (B) preserve intact use commercially reasonable efforts consistent with past practices and policies to: (i) conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay its debts and Taxes when due and pay or perform other material obligations when due (including accounts payable) other than those being disputed in good faith or for which adequate reserves have been established on the Company’s financial statements in accordance with GAAP, (iii) observe in all material respects all provisions of, and perform in all material respects all its obligations under, any Material Contract, (iv) preserve intact its present business organization organizations, (v) keep available the services of its present executive officers and maintain existing employees, and (vi) preserve its relationships and goodwill with Governmental Entities, its customers, suppliers, distributors, licensors, licensees, creditorsand others having business dealings with them, lessors, distributors, employees, contractors all with the goal of preserving unimpaired the goodwill and ongoing business associates; provided, that no action by of the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionat the Effective Time.

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to the earlier of the Control Date Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement Agreement, or (iv) as set forth in Section 5.1 5.1(a) of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its present business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates, in each case, with whom it and they have material business relations; provided, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From and after The Company agrees that, between the date of this Agreement and prior to the earlier of (i) the Control Date Effective Time and (ii) the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)6.1, except (iA) as may be required by applicable Applicable Law, (iiB) as may be reasonably necessary in connection with the Restatement-Related Events (other than clauses in the definition thereof relating to the Company’s continuation of efforts to pursue and complete the Restatement or the Company’s SEC filings under the Exchange Act) or in connection with the actions required or permitted by Section 4.18(a)(iii), (C) agreed in writing by Parent (which consent shall such agreement not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (iiiD) as may be expressly contemplatedrequired pursuant to this Agreement, required or expressly permitted by this Agreement or (ivE) as set forth in Section 5.1 4.1 of the Company Disclosure SchedulesSchedule, (1) the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business and in compliance with Applicable Law, (2) to the extent consistent therewith, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to preserve substantially intact the material assets of its current business organization, (A3) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) shall preserve intact in all material respects its business organization and maintain existing present relationships and goodwill with Governmental Entities, key customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors employees and other persons with which it has material business associatesrelations; provided, that no action by and (4) the Company or shall not, and shall not permit any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.to:

Conduct of Business by the Company. (a) From and after CONDUCT OF BUSINESS BY THE COMPANY AND COMPANY SUBSIDIARIES. Except for matters set forth in Section 5.01(a) of the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement and prior to earlier of the Control Date Effective Time, the Company and the dateCompany Subsidiaries shall conduct their business in the usual, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 regular and ordinary course in substantially the same manner as previously conducted (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as otherwise set forth in the corporate budget previously delivered to Parent and included in Section 5.1 5.01 of the Company Disclosure Schedules, Letter (the Company shall"CORPORATE BUDGET")) and in compliance in the aggregate with the expenditure thresholds set forth in the Corporate Budget, and shall cause its Subsidiaries to, use its their commercially reasonable best efforts to (A) conduct its preserve their current business in all material respects in organization, assets and technology, keep available the Ordinary Course services of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), their current officers and (B) preserve intact in all material respects its business organization employees and maintain existing their relationships and goodwill with Governmental Entitiescustomers, customerscollaborators, suppliers, licensors, licensees, creditorsdistributors and others having business dealings with them. In addition, lessorsand without limiting the generality of the foregoing, distributors, employees, contractors and business associates; provided, that no action by except for matters set forth in Section 5.01(a) of the Company Disclosure Letter or its Subsidiaries with respect to matters specifically addressed otherwise expressly permitted by any provision of Section 5.1(b) shall be deemed a breach this Agreement, from the date of this sentence unless such action would constitute a breach Agreement to the Effective Time, the Company and Company Subsidiaries shall not authorize, commit or agree to do any of such other provision.the following without the prior written consent of Parent:

Conduct of Business by the Company. (a) From and after the date hereof and until the earlier of the Effective Time and the termination of this Agreement in accordance with Article IX, except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 7.1(a) of the Company Disclosure Letter, (iii) as required by applicable Law or Order, a Governmental Entity or the express terms of any Commercial Agreement in effect as of the date of this Agreement or (iv) as consented to in writing by Parent after the date of this Agreement and prior to earlier of the Control Date and the dateEffective Time, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed or conditioned), (iiiprovided that consent of Parent shall be deemed to have been given if Parent does not object within ten (10) as may be expressly contemplated, required or expressly permitted Business Days after a written request for such consent is provided by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedulesto Parent), the Company shall, and shall cause its Subsidiaries to, to use its commercially reasonable efforts to to, (A) conduct its business in all material respects and operations in the Ordinary Course ordinary course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)business, and (B) preserve substantially intact its current business organization, (C) keep available the services of its current executive officers and key employees and (D) preserve in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors landlords and other Persons having material business associates; provided, that no action by dealings with the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionSubsidiaries.

Conduct of Business by the Company. (a) Pending the Closing. From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)in accordance with Article 7, except (i1) as may be expressly contemplated hereunder, (2) as required by applicable Law, (ii3) as may be agreed if Parent shall have consented in advance in writing by Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii4) solely with respect to clause (A) below, for any Permitted Actions so long as may be expressly contemplatedthe Company notifies Parent reasonably promptly of such actions and considers any reasonable requests of Parent with respect thereto, required or expressly permitted by this Agreement or (iv5) as set forth in on Section 5.1 of the Company Disclosure SchedulesSchedule, (A) the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to (Ax) conduct its business in all material respects operations in the Ordinary Course ordinary course of Business in accordance business consistent with past practice (including with respect to the capital allocation policy set forth on Section 5.1(aCompany Joint Ventures) and (y) preserve the goodwill and organization of the Company Disclosure Schedule (and its Subsidiaries and the “Company Capital Allocation Policy”), Company’s and (B) preserve intact in all material respects its business organization and maintain existing Subsidiaries’ relationships and goodwill with Governmental Entitieslenders, customers, suppliers, licensorsvendors, licenseespartners, creditors, lessors, distributorsofficers, employees, contractors consultants and other Persons having business associates; provided, that no action by relations with the Company or and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(band (B) the Company shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.not, and shall cause its Subsidiaries not to:

Conduct of Business by the Company. (a) From and after the date of this Agreement hereof and prior to earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent the ESOP and Tribune Acquisition (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement Agreement, the Tribune Purchase Agreement, the Financing Commitments, the New Credit Agreements or the ESOP Purchase Agreement, or (iv) as set forth in Section 5.1 of the Company Disclosure SchedulesSchedule, the Company shall, covenants and shall cause its Subsidiaries to, use its commercially reasonable efforts to agrees that (A) conduct its the business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the “Company Capital Allocation Policy”), ordinary course of business and in a manner consistent with past practice and (B) the Company and its Subsidiaries shall use their reasonable best efforts to preserve substantially intact in all material respects its business organization the Company’s business, to keep available the services of those of their present officers, employees and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associatesconsultants who are important to the operation of their business; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Conduct of Business by the Company. (a) From and after During the period from the date of this Agreement and prior to earlier the Closing, except as set forth in Section 6.03 of the Control Date and the dateCompany Disclosure Schedule, if any, on which this Agreement is earlier terminated pursuant as consented to Section 7.1 (the “Termination Date”), except (i) as may be required by applicable Law, (ii) as may be agreed in writing in advance by Parent (which consent shall not may be unreasonably withheld, delayed granted or conditionedwithheld in Parent’s sole discretion), (iii) or as may be expressly contemplated, required or expressly otherwise permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules6.03, the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct shall carry on its business in all material respects in the Ordinary Course of Business and shall use commercially reasonable efforts to carry on such business in accordance compliance with all applicable Laws and, to the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)extent consistent therewith, and (B) use all commercially reasonable efforts to preserve intact in all material respects its current business organization organizations, keep available the services of its current officers, employees and maintain existing consultants and preserve its relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditorsdistributors and others having business dealings with it with the intention that its goodwill and ongoing business shall not be impaired at the Closing. In addition to, lessorsand without limiting the generality of, distributorsthe foregoing, employeesduring the period from the date of this Agreement to the Closing, contractors and business associates; provided, that no action by except as otherwise set forth in Section 6.03 of the Company Disclosure Schedule or as consented to in writing in advance by Parent (which consent may be granted or withheld in Parent’s sole discretion), neither the Company nor any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.shall:

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to until the earlier of the Control Date Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to in accordance with Section 7.1 (the “Termination Date”)8.1, except (ix) as may be prohibited or required by applicable LawLaw or by any Governmental Entity of competent jurisdiction, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (ivy) as set forth in Section 5.1 of the Company Disclosure SchedulesLetter or (z) as otherwise contemplated or required by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course in all material respects and use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships goodwill and goodwill relationship with Governmental EntitiesProviders, customersplan members, suppliers, distributors, licensors, licensees, creditorsand other Persons with which it has material business dealings, lessorsand Governmental Entities having jurisdiction over its business, distributors, employees, contractors and business associatesto keep available in the aggregate the services of its workforce; provided, however, that no action failure by the Company or any of its Subsidiaries with respect to matters take any action specifically addressed prohibited by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provisionunder this Section 5.1(a).

Conduct of Business by the Company. (a) From Pending the Merger. The Company covenants and after agrees that, between the date of this Agreement and prior to earlier of the Control Date and Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)8.01, except (i) as may be required by applicable Law, ; (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Parents; (iii) as may be expressly contemplatedpermitted pursuant to, or required or expressly permitted by under, this Agreement Agreement; or (iv) as set forth in Section 5.1 6.01 of the Company Disclosure SchedulesSchedule, the business of the Company shall, and its subsidiaries shall cause be conducted in the ordinary course of business and in a manner consistent with past practice in all material respects; and the Company and its Subsidiaries to, subsidiaries shall use its commercially reasonable efforts to preserve substantially intact the Company’s business organization (Aexcept as otherwise contemplated by this Section 6.01) conduct its business in all material respects in and retain the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) employment of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associatesSenior Executives; provided, however, that no action by the Company or its Subsidiaries subsidiaries with respect to matters specifically addressed by any provision of this Section 5.1(b) 6.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such other specific provision.. Furthermore, the Company agrees with the Parents and Mergerco that, except as set forth in Section 6.01 of the Company Disclosure Schedule or as may be consented to in writing by the Parents, the Company shall not, and shall not permit any subsidiary to:

Conduct of Business by the Company. Except (ai) From and after as set forth in Section 6.01 of the Company Disclosure Letter; (ii) as expressly required by this Agreement; (iii) as required by applicable Law; or (iv) with the prior written consent of Parent (which consent in the case of subclauses (f) through (x) of clause (B) shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement and prior to the earlier of the Control Date Closing and the date, if any, on which this the Agreement is earlier validly terminated pursuant to Section 7.1 and in accordance with Article IX (the “Termination DateInterim Period”), except (iA) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, use its commercially reasonable efforts to (Ax) except as otherwise required by a change in Law, conduct its the business in all material respects of the Company and each Company Subsidiary in the Ordinary Course of Business and in accordance compliance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), all applicable Laws and (By) use commercially reasonable efforts to preserve intact in all material respects its current business organization organization, assets and technology, keep available the services of the Company Employees and maintain existing relationships its relations and goodwill with Governmental Entities, customers, suppliers, licensorslandlords, licensees, creditors, lessors, distributors, employees, contractors and other Persons having business associates; provided, that no action by dealings with the Company or its Subsidiaries with respect to matters specifically addressed by and (B) without limiting the foregoing, the Company shall not, and shall not permit any provision Company Subsidiary to, do any of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.the following:

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except Except (i) as may be expressly required or expressly contemplated under this Agreement or as required by applicable Law, (ii) as may be agreed in writing by with the consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement for any Emergency Measures or (iv) as set forth in Section 5.1 5.1(a) or Section 5.1(b) of the Company Disclosure SchedulesSchedule, the Company shall, shall (and shall cause its Subsidiaries to, use its commercially reasonable efforts to ) (A) conduct the business of the Company and its business Subsidiaries in all material respects in the Ordinary Course ordinary course, (B) use commercially reasonable efforts to keep available the services of Business in accordance the current officers and employees of the Company and its Subsidiaries, preserve business organizations of the Company and its Subsidiaries intact, and maintain existing relations and goodwill with Governmental Authorities, customers, suppliers, lenders, vendors, landlords and other similar persons with whom the capital allocation policy Company or any of its Subsidiaries has material business relations and (C) complete the actions set forth on Section 5.1(a5.1(a)(C) of the Company Disclosure Schedule (prior to the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associatesClosing; provided, provided that no any action by the Company or any of its Subsidiaries with respect to matters specifically addressed and expressly permitted by any provision of Section 5.1(b) shall not be deemed a breach of this sentence unless such action would constitute a breach of such other provisionSection 5.1(a).

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except Except (i) for matters set forth in Section 6.01(a) of the Company Disclosure Letter or as may be otherwise permitted, contemplated or required by this Agreement or for matters required by a Governmental Authority or by applicable Law, Law or (ii) as may be agreed in writing by with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) as may be expressly contemplated, required or expressly permitted by from the date of this Agreement or (iv) as set forth in Section 5.1 of until the Company Disclosure SchedulesEffective Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, use its commercially reasonable efforts to (Ax) maintain its existence in good standing under the laws of its incorporation or formation, (y) conduct its businesses in the ordinary course of business and (z) (I) preserve intact its assets, properties, Contracts or other legally binding understandings, licenses and business organizations in all material respects respects, (II) keep available the services of its current officers and key employees in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)all material respects, and (BIII) preserve intact in all the current relationships with material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, distributors, lessors, licensors, licensees, creditors, lessors, distributors, employees, contractors and other Persons with which the Company Entities have business associatesrelations; provided, however, that no action by the Company or its Subsidiaries failure to take action with respect to matters specifically addressed by any provision of the provisions of Section 5.1(b6.01(b) shall be deemed constitute a breach of under this sentence Section 6.01(a) unless such action or failure to take action would constitute a breach of such other provisionSection 6.01(b).

Conduct of Business by the Company. (a) From and after the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), except Except (i) as may be required expressly contemplated by applicable Law, this Agreement (ii) as may required by Law, or (iii) as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall conduct its business and shall cause its Subsidiaries’ business to be agreed conducted in writing all material respects in the ordinary course consistent with past practice, and shall use commercially reasonable efforts to preserve intact its and its Subsidiaries’ current business organizations, keep available the service of its and its Subsidiaries’ current officers and employees, and preserve its and its Subsidiaries’ relationships with customers, suppliers, licensors, and licensees. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as described in Section 5.1 of the Company Disclosure Schedule, during the period from the date hereof to the Effective Time, the Company shall not, and shall not permit its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, provided, that with respect to Sections 5.1(b), (iiic), (d), (g) as may and (u), such consent shall be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company shallParent’s sole and absolute discretion, and shall cause its Subsidiaries to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; providedprovided further, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision Section 5.1(r), it shall be subject to the provisions of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.5.13):

Conduct of Business by the Company. (a) From and after During the period from the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)Effective Time, except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 4.01(a) of the Company Disclosure SchedulesSchedule or as consented to in writing in advance by Parent or as expressly permitted pursuant to this Section 4.01(a)(i) through (xvi) or otherwise pursuant to this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice (including in respect of research and development activities and programs) and in compliance in all material respects with all applicable laws, rules, regulations and treaties and, to the extent consistent therewith, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its current business organization organizations, keep available the services of its current officers, employees and maintain existing consultants and preserve its relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditorsdistributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, lessorsduring the period from the date of this Agreement to the Effective Time, distributors, employees, contractors and business associates; provided, that no action by except as otherwise set forth in Section 4.01(a) of the Company Disclosure Schedule or as otherwise expressly permitted pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.to, without Parent's prior written consent:

Conduct of Business by the Company. (a) From and after During the period from the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”)Effective Time, except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.1 4.01(a) of the Company Disclosure SchedulesSchedule or as consented to in writing in advance by Parent or as otherwise permitted pursuant to Section 4.01(a)(i) through (xv) of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice and as currently proposed by the Company to be conducted prior to the Closing (including in respect of research, development and clinical trial activities and programs) and shall use its commercially reasonable efforts to (A) conduct its carry on such business in compliance in all material respects in with all applicable laws, rules, regulations and treaties and, to the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”)extent consistent therewith, and (B) use all commercially reasonable efforts to preserve intact in all material respects its current business organization organizations, keep available the services of its current officers, employees and maintain existing consultants and preserve its relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditorsdistributors and others having business dealings with it with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, lessorsduring the period from the date of this Agreement to the Effective Time, distributors, employees, contractors and business associates; provided, that no action by except as otherwise set forth in Section 4.01(a) of the Company or Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.to, without Parent’s prior written consent:

Conduct of Business by the Company. (a) From and after During the period from the date of this Agreement and prior to earlier of the Control Date and the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Closing Date”), except (ia) as may be required otherwise expressly contemplated or permitted by applicable Lawthis Agreement, (iib) as may be agreed in writing by set forth on Section 5.1 of the Company Disclosure Memorandum, or (c) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), the Company shall, and shall cause each of its Subsidiaries to, (i) maintain its existence under applicable Law, (ii) conduct its business and operations in the ordinary and usual course of business and in a manner consistent with prior practice and in accordance with applicable Law, and (iii) use commercially reasonable efforts to keep available the services of its current officers and employees and preserve the rights, franchises, goodwill and relations of its customers, clients and others with whom business relationships exist. Without limiting the generality of the foregoing, the Company covenants and agrees that between the date of this Agreement and the Closing Date, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed) or as may be expressly contemplated, required contemplated or expressly permitted by this Agreement Agreement, or (iv) required by a Governmental Authority or applicable Law, or as set forth in Section 5.1 of the Company Disclosure SchedulesMemorandum, the Company shallshall not, and shall cause its Subsidiaries not to, use its commercially reasonable efforts to (A) conduct its business in all material respects in the Ordinary Course of Business in accordance with the capital allocation policy set forth on Section 5.1(a) of the Company Disclosure Schedule (the “Company Capital Allocation Policy”), and (B) preserve intact in all material respects its business organization and maintain existing relationships and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and business associates; provided, that no action by the Company directly or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.indirectly: