Common use of Interim Operations Clause in Contracts

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement until the Effective Time (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed), the business of it and its Subsidiaries shall be conducted in the ordinary course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until hereof and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement, and except as required by applicable Laws) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed) or (C) for transactions set forth in Section 6.1 of the Company Disclosure Letter, the Company will not and will not permit any of its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until hereof and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld or delayed)), and except as otherwise expressly contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed), (C) as set forth in Section 6.1 of the Company Disclosure Letter or (D) as required by applicable Laws, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld withheld, conditioned or delayed)), and except as otherwise expressly contemplated by this Agreement or as required by applicable Law, the Company shall use its reasonable best effort to conduct its business and that of it and its Subsidiaries shall be conducted Subsidiaries’ in the ordinary course Ordinary Course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization intact organizations intact, including their material Intellectual Property Rights, Company Material Contracts and other material assets, and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company its and its Subsidiaries’ present officers, employees and agents, except as required by applicable Law. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereofof the foregoing, from the date of this Agreement until the Effective Time, the Company will not and will not permit its Subsidiaries to except as otherwise expressly (unless Cingular shall otherwise approve A) contemplated by this Agreement, (B) required by applicable Law, (C) as approved in writing, writing (which approval shall not be unreasonably withheld withheld, conditioned or delayed):) by Parent or (D) set forth in the corresponding subsection of Section 6.1(a) of the Company Disclosure Letter, the Company shall not and shall cause its Subsidiaries not to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld withheld, conditioned or delayed, and except as otherwise expressly contemplated by this Agreement), the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, and it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing of, and in furtherance thereofof, the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Parent may approve in writing, such approval not to be unreasonably withheld, conditioned or delayed, (C) as contemplated by the IP Group Sale and Trust Distribution as described in the term sheet attached hereto as Exhibit B or (D) as expressly set forth on Section 5.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting During the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the Company covenants and agrees as to itself and its Subsidiaries that, period from the date of this Agreement until the Effective Time Acceptance Date (unless Cingular shall otherwise approve or until termination of this Agreement in writingaccordance with Article 7 hereof (the “Termination Date”)), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which approval shall consent, or lack thereof, may not be unreasonably withheld or delayed), (iii) as may be required by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, the Company covenants and agrees with Parent that (A) the business of it the Company and its Subsidiaries shall be conducted in the ordinary course and consistent with past practice, and, to the extent consistent therewith, it the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its intact their current business organization intact and maintain its existing relations and goodwill with Governmental Entitiesorganizations, customers, suppliers, distributors, creditors, lessors, employees and business associates and to keep available the services of their current officers and key employees, and to preserve their relationships with material customers, suppliers, licensors, licensees, advertisers, distributors and other third parties having business dealings with them, and to preserve in all material respects the present employees and agents goodwill of their respective businesses; provided, however, that no action by the Company and or any of its Subsidiaries. Without limiting the Company's obligations under Section 6.5 Subsidiaries with respect to matters addressed specifically by any specific provision of clause (B) of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date Section 5.1 shall be deemed a breach of this Agreement until the Effective Timeclause (A) of Section 5.1 unless such action would constitute a breach of such specific provision of clause (B), and (B) the Company will not shall not, and will (as applicable) shall not permit any of its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until hereof and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed)denied and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to (i) preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates associates, (ii) make all filings, pay all fees and take all other actions necessary and reasonable to protect, preserve and maintain the Scheduled Intellectual Property, and (iii) keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Parent may approve in writing, which approval shall not be unreasonably denied or (C) as set forth in Section 7.1(a) of the Company Disclosure Schedule, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until hereof and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld or delayed), and except as otherwise expressly contemplated by this Agreement or as set forth in Section 6.1 of the Company Disclosure Letter) and except as required by applicable Law, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiariesassociates. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (i) as otherwise contemplated by this Agreement, (ii) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed), (iii) as is required by applicable Law or any Governmental Entity or (iv) as set forth in Section 6.1 of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement until the Effective Time (unless Cingular Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld withheld, delayed or delayedconditioned and except as otherwise expressly contemplated by this Agreement and except as required by applicable Laws), the business of it and its Subsidiaries shall be conducted in the ordinary course and, to the extent of business consistent therewith, with past practice and it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its and their existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiariesassociates. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned in the case of clauses (v), (ix) and (xi) below), (C) as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not not, and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writingSubsidiaries, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the Company Xxxxxx covenants and agrees as to itself and its Subsidiaries that, from after the date hereof and until the earlier of the termination of this Agreement until pursuant to its terms or the Effective Time (unless Cingular VeriFone shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed)and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as VeriFone may approve in writing or (C) as set forth in Section 6.1 of the Company Xxxxxx Disclosure Letter, Xxxxxx will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the The Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until hereof and prior to the Effective Time (unless Cingular Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld withheld, delayed or delayedconditioned)), and except as otherwise expressly contemplated by this Agreement or required by applicable Laws, the Company and its Subsidiaries shall cause the business of it and its Subsidiaries shall to be conducted in the ordinary course consistent with past practice and, to the extent consistent therewith, it and its Significant Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiariesassociates. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing foregoing, and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise contemplated or specifically permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is reasonably responsive to a requirement of applicable Law or any Governmental Entity or (D) as set forth in Section 6.1 of the Company Disclosure Schedule, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 of Except as required by applicable Law or as expressly provided by this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, the Company covenants and agrees as to itself and its Subsidiaries that, from after the date of this Agreement until and prior to the Effective Time (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed)Time, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary and usual course and, to the extent consistent therewith, and it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its the material components of their business organization organizations intact and maintain its existing relations and goodwill with Governmental Entities, material customers, material suppliers, licensors, licensees, distributors, creditors, creditors and lessors, key employees and independent contractors, and material service providers, agents and business associates and keep available the services of its and its Subsidiaries’ present officers and key employees; provided, however, that, except as set forth on Section 6.2 to the present employees and agents of Company Disclosure Schedules, the Company and its SubsidiariesSubsidiaries shall be under no obligation to and shall not, without Parent’s prior written consent, put in place any new retention programs or include additional personnel in any existing retention programs. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing and in furtherance thereofimmediately preceding sentence, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) with the prior written consent of Parent or (C) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company will not and will not permit its Subsidiaries to (unless Cingular shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed):to:

Interim Operations. (a) Without limiting the Company's obligations under Section 6.5 Each of this Agreement, except as set forth in the corresponding section of the Company Disclosure Letter or otherwise as expressly contemplated hereby, Parent and the Company covenants and agrees as to itself and its Subsidiaries that, from on and after the date of this Agreement until and prior to the Effective Time Closing (unless Cingular Purchaser shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayedand except as otherwise expressly contemplated by this Agreement), other than any action expressly set forth in the business Restructuring Agreements, the businesses of it and its Subsidiaries the Company Group shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve maintain the value of its business organization as a going concern, preserve their business organizations intact and maintain its existing relations and goodwill with Governmental Entities, customers, suppliers, distributorsvendors, creditors, lessors, employees and business associates and keep available the services of the its and its Subsidiaries’ present employees and agents of the Company and its Subsidiariesagents. Without limiting the Company's obligations under Section 6.5 of this Agreement and without limiting the generality of the foregoing of, and in furtherance thereofof, the foregoing, from the date of this Agreement until the Effective TimeClosing, except (A) as otherwise expressly required by this Agreement, (B) actions expressly set forth in the Company will not and will not permit its Subsidiaries to Restructuring Agreements, (unless Cingular shall otherwise C) as the Purchasers may approve in writing, which approval or (D) as set forth on Section 3.2 of the Company Disclosure Letter, each of Parent and the Company shall not be unreasonably withheld and shall not permit any member of the Parent Group to directly or delayed):indirectly: