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

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (A) as set forth on Schedule 7.2, (B) as required by applicable Law, (C) as otherwise contemplated by this Agreement or (D) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (Aa) Except (1) as set forth on Schedule 7.28.2(a), (B2) as required by applicable Law, (C) as otherwise contemplated by this Agreement or (D3) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldin its sole and absolute discretion, delayed or conditioned):during the period from the date of this Agreement to and through the Closing Date, Sellers shall:

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (A) as set forth on Schedule 7.2, (B) as required by applicable Law, (C) Except as otherwise contemplated by this Agreement Agreement, as set forth in Section 6.2 of the Company Disclosure Schedule and except for the Permitted Transactions, or (D) with the prior written consent of Purchaser (Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned):from the date hereof until the Closing Date:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.27.2(a), (Bii) as required by applicable Law, (Ciii) as otherwise expressly contemplated by this Agreement or (Div) with the prior written consent of Purchaser Parent (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause its Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Seller Schedule 7.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned):Seller shall, solely as it relates to the Business:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.27.2(a), (BII) as required by applicable Law, (CIII) as otherwise contemplated by this Agreement or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause the Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except Except (A) as set forth on Schedule 7.2Section 6.2 of the Disclosure Schedule, (B) as required by applicable Law, (C) as otherwise contemplated by this Agreement Agreement, or (D) with the prior written consent of the Purchaser (which consent shall not may be unreasonably withheld, delayed or conditioned):

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (A) as set forth on Schedule 7.2, (B) as required by applicable Law, (C) Except as otherwise expressly contemplated by this Agreement or (D) with the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, delayed or conditioned):) or except as described on Schedule 6.3 attached hereto, from the date hereof until the Closing Date, none of the Sellers shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.26.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld), delayed or conditioned):Parent shall cause the Company and its Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until Prior to the Closing, except (Aa) as set forth on Schedule 7.2, (Bb) as required by applicable Law, (Cc) as otherwise expressly contemplated by this Agreement or (Dd) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), Sellers shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.27.2(a)(i), (Bii) as expressly required by applicable Law, (Ciii) as otherwise expressly contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned):the Company shall, and, as applicable, cause its Subsidiaries to:

Conduct of the Business Pending the Closing. From (a) Prior to the date hereof and until the ClosingClosing Date, except (AI) as set forth on Schedule 7.2, (BII) as reasonably determined jointly by Seller and Purchaser to be required by applicable Law, (CIII) as otherwise contemplated by this Agreement or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed conditioned or conditioned):delayed), Seller shall:

Conduct of the Business Pending the Closing. (a) From the date hereof and until the ClosingClosing (the “Pre-Closing Period”), except (A) as set forth on Schedule 7.27.2(a), (B) as required by applicable Law, including Applicable Competition Laws, (C) as otherwise expressly contemplated by this Agreement or (D) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.28.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause its Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (A1) as set forth on Schedule 7.28.2(a), (B2) as required by applicable Law, (C3) as otherwise expressly contemplated by this Agreement or (D4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), SVCMC (and, except with respect to clauses (ii), (viii), (ix) and (x) below, the PCs) shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (A1) as set forth on Schedule 7.28.2(a), (B2) as required by applicable Law, (C3) as otherwise expressly contemplated by this Agreement or (D4) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), Seller shall:

Conduct of the Business Pending the Closing. From the date hereof and until the ClosingExcept (i) as expressly required by this Agreement, except (Aii) as set forth on Schedule 7.2Section 7.2 of the Company Disclosure Schedule, (Biii) as required by applicable Law, (C) as otherwise contemplated by this Agreement Law or (Div) with the prior written consent of Purchaser (Buyer, which consent shall not be unreasonably withheld, delayed conditioned or conditioned):delayed, during the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article IX:

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (A) as set forth on Schedule 7.27.2 of the Disclosure Schedules, (B) as required by applicable Law, (C) as otherwise contemplated by this Agreement or (D) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.27.2(a), (Bii) as required by applicable Law, (Ciii) as otherwise expressly contemplated by this Agreement or (Div) with the prior written consent of Purchaser Parent (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause its Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until the Closing(a) Except as otherwise expressly provided by this Agreement, except (A) as set forth on Schedule 7.26.2(a), (B) as required by applicable Lawor in connection with the transactions contemplated hereby, (C) as otherwise contemplated by this Agreement or (D) with the prior written consent of Purchaser (Buyer, which consent shall will not be unreasonably withheld, delayed conditioned or conditioned):delayed, between the date hereof and the Closing, Sellers and the Company shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.28.2(a), (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause its Subsidiaries to:

Conduct of the Business Pending the Closing. (a) From the date hereof and until the Closing, except (Ai) as set forth on in Schedule 7.25.2(a), (B) as required by applicable Law, (Cii) as otherwise contemplated by this Agreement or (Diii) with the prior written consent of Purchaser the Acquiror (which consent shall not be unreasonably withheld) or delayed, delayed or conditioned):the Company shall:

Conduct of the Business Pending the Closing. From the date hereof and until the Closing, except (A) as set forth on Schedule 7.2, (B) as required by applicable Law, (C) as otherwise expressly contemplated by this Agreement or (D) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

Conduct of the Business Pending the Closing. From the date hereof and until the Closing(a) Except as otherwise expressly provided in this Agreement, except (A) as set forth on Schedule 7.26.2, (B) as required by applicable Law, (C) as otherwise contemplated by Law or any Contract in effect on the date of this Agreement or (D) with the prior written consent of Purchaser (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioned):delayed), between the date hereof and the Closing (or the earlier termination of this Agreement), the Company shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.28.2, (BII) as required by applicable Law, (CIII) as otherwise contemplated by this Agreement or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause the Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.28.2(a), (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser Parent (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause its Subsidiaries to:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.2, (BII) as reasonably determined by Seller and Purchaser to be required by applicable Law, (CIII) as otherwise contemplated by this Agreement or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed conditioned or conditioned):delayed), Seller shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.28.2, (BII) as required by applicable Law, (CIII) as otherwise contemplated by this Agreement (including, without limitation, Section 8.14) or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), each Seller shall and shall cause the Companies to:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.29.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company and the LLC shall each:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned):Parent and Seller shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.28.2, (BII) as required by applicable Law, (CIII) as otherwise contemplated by this Agreement or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.28.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned):Sellers shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (Ai) as set forth on Schedule 7.28.2, (Bii) as required by applicable Law, (Ciii) as otherwise contemplated by this Agreement or (Div) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), Parent, Seller and the Company shall:

Conduct of the Business Pending the Closing. From the date hereof and until (a) Prior to the Closing, except (AI) as set forth on Schedule 7.28.2(a), (BII) as required by applicable Law, (CIII) as otherwise contemplated by this Agreement (including the Reorganization) or (DIV) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):), the Company shall, and shall cause the Subsidiaries to: