Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except as contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its Subsidiaries to, except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (a) conduct its business in all material respects in the ordinary course of business, consistent with past practice and (b) use commercially reasonable efforts to preserve substantially intact its business organization and to preserve in all material respects the present commercial relationships with key Persons with whom it does business. Without limiting the generality of this Section 5.2, except as contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter, or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do DOC ID - 32901658.22 64 any of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business of Parent. Except From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, except (i) as required by Applicable Law, (ii) as set forth in Section 5.01(b) of the Parent Disclosure Letter, or (iii) as otherwise required or expressly contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its Subsidiaries to, except as consented to in writing by unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of its Subsidiaries to, (aA) conduct its business in all material respects in the ordinary course of business, business consistent with past practice and in compliance in all material respects with all Applicable Laws and (bB) use commercially reasonable best efforts to preserve substantially intact its business organization and advantageous business relationships and keep available the services of its current officers and employees; provided, however, that no action or failure to preserve in all material respects take action with respect to matters specifically addressed by any of the present commercial relationships with key Persons with whom it does businessprovisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. Without In addition, and without limiting the generality of the foregoing and to the fullest extent permitted by Applicable Law, from the date of this Section 5.2Agreement until the earlier of termination of this Agreement and the Effective Time, except as contemplated by this Agreement, set forth in Schedule 5.2 Section 5.01(b) of the Parent Disclosure LetterLetter or with the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its termsdelayed), Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do DOC ID - 32901658.22 64 any of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed):following:

Conduct of Business of Parent. Except as contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter Schedule or as required by applicable Lawotherwise expressly contemplated hereby, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its termsAppointment Time, Parent shall shall, and shall cause each of its Subsidiaries Parent Subsidiary to, except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (a) conduct its business in all material respects in the ordinary course of business, consistent with past practice practice, and shall (bi) use all commercially reasonable efforts to preserve substantially intact its present business organization and assets, (ii) maintain in effect all material Permits that are required for Parent or such Parent Subsidiary to carry on its business, (iii) use all commercially reasonable efforts to keep available the services of its present officers, key employees and independent contractors, (iv) use all commercially reasonable efforts to preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it, (v) comply with and perform in all material respects all obligations and duties imposed on it by all applicable Laws, and (vi) not take any action or fail to take any action which individually or in the present commercial relationships with key Persons with whom it does businessaggregate would be reasonably likely to have a Parent Material Adverse Effect. Without limiting the generality of this Section 5.2the foregoing, except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter, or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its termsAppointment Time, Parent shall not, and nor shall not it permit any of its Subsidiaries toParent Subsidiary, directly or indirectly, do DOC ID - 32901658.22 64 any of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed):to:

Conduct of Business of Parent. Except During the period from the date hereof through the Effective Time, except (i) as contemplated may be required by a Governmental Entity or applicable Law, (ii) with the prior written consent of the Company (which consent or denial thereof shall be delivered by the Company within five (5) Business Days following receipt of a written request therefor in accordance with Section 8.7), (iii) as permitted by the terms of this Agreement, Agreement or (iv) as set forth in Schedule Section 5.2 of the Parent Disclosure Letter or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its termsSchedule, Parent shall shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects and, to the extent consistent therewith, use reasonable best efforts to maintain and preserve intact its assets and business organization and its relationships with employees, officers, customers, suppliers, distributors, Governmental Entities and other business partners. Without limiting the foregoing, during the period from the date hereof through the Effective Time, except (i) as consented to in writing may be required by a Governmental Entity or applicable Law, (ii) with the prior written consent of the Company (which consent or denial thereof shall not be unreasonably withheld, conditioned or delayeddelivered by the Company within five (5) Business Days following receipt of a written request therefor in accordance with Section 8.7), (aiii) conduct its business in all material respects in as expressly permitted by the ordinary course of business, consistent with past practice and (b) use commercially reasonable efforts to preserve substantially intact its business organization and to preserve in all material respects the present commercial relationships with key Persons with whom it does business. Without limiting the generality terms of this Section 5.2, except Agreement or (iv) as contemplated by this Agreement, set forth in Schedule Section 5.2 of the Parent Disclosure Letter, or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its termsSchedule, Parent shall not, and shall not permit any of cause its Subsidiaries not to, directly or indirectly, do DOC ID - 32901658.22 64 any of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed)::

Conduct of Business of Parent. Except During the period from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries, except as expressly contemplated by this Agreement, set forth in Schedule 5.2 of the Parent Disclosure Letter or as required by applicable Law, from and after or with the date hereof until the earlier prior written consent of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall and shall cause each of its Subsidiaries to, except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), (a) to use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business, business consistent with past practice practice, and, to the extent consistent therewith, Parent shall, and (b) shall cause each of its Subsidiaries to, use commercially its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization organization, to pay its debts and Taxes, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve in all material respects the its and its Subsidiaries’ present commercial relationships with key customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with whom it does businessit. Without limiting the generality of the foregoing, between the date of this Section 5.2Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Schedule 5.2 the applicable subsection of Section 5.02 of the Parent Disclosure LetterSchedules, or as required by applicable Law, from and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Parent shall not, and nor shall not it permit any of its Subsidiaries to, directly or indirectly, do DOC ID - 32901658.22 64 any without the prior written consent of the following except as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed):