Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, or (c) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 and the Effective Time, the Company shall, and shall cause its Subsidiaries, to (i) carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (ii) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present business, (B) keep available the services of its present officers and employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, set forth in Section 5.1 of the Company Disclosure Schedule or (c) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed)writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 Article VIII hereof and the Effective Time, each of the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, to (i) carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in compliance with all applicable Legal Requirements, (ii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform all material obligations when due and (iiiv) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) keep available the services of its present officers and employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, set forth in Section 6.1 of the Company Disclosure Schedule or (c) as approved in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned withheld or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 Article IX and the Effective Appointment Time, each of the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, to (i) carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations, (ii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes for which adequate reserves have been established in accordance with GAAP on the appropriate financial statements, (iii) pay or perform all material obligations when due, and (iiiv) use commercially reasonable efforts, consistent with the Company’s past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) keep available the services of its present officers and employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, set forth in Section 5.1 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned conditioned, or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of (x) the termination of this Agreement pursuant to Section 10.1 Article VIII and (y) the Effective Time, each of the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, to (i) carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in compliance with all applicable Laws, (ii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes for which adequate reserves have been established in accordance with GAAP on the appropriate financial statements, (iii) pay or perform all material obligations when due and (iiiv) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) keep available the services of its present officers and employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except as (a) as expressly contemplated required or permitted by this Agreement, (b) as required by Law, set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 Article VIII and the Effective Time, (i) the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, to (i) carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in compliance with all applicable Laws, (ii) pay its debts and material Taxes when due, in each case subject to good faith disputes over such debts or Taxes for which adequate reserves have been established in accordance with GAAP on the appropriate financial statements, (iii) pay or perform all material obligations when due and (iiiv) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) keep available the services of its present directors, officers and key employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, set forth in Section 6.1 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (which such approval shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement Date and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 Article IX hereof and the Effective Appointment Time, each of the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, use their commercially reasonable efforts to (i) carry on its businesses business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in material compliance with all applicable Laws, (ii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, and (iiiii) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) pay or perform all material obligations when due, (C) keep available the services of its present officers and key employees and (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), (CD) preserve its relationships with material customers, suppliers, distributors, licensors, licensees licensees, landlords and others with which it has significant material business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.

Affirmative Obligations of the Company. Except (a) as expressly contemplated or permitted by this Agreement, (b) as required by Law, set forth in Section 6.1 of the Company Disclosure Schedule or (c) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed)writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 10.1 Article IX hereof and the Effective Appointment Time, each of the Company shall, and each of its Subsidiaries shall cause its Subsidiaries, to (i) carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in compliance with all applicable laws and regulations, (ii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform all material obligations when due and (iiiv) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present businessbusiness organization, (B) keep available the services of its present officers and employees (provided, for the avoidance of doubt, that nothing under this Section 6.1 shall require the Company or any of its Subsidiaries to adopt or implement any new Company Employee Plans or modify existing Company Employee Plans), and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, (D) pay its debts and Taxes when due, and (E) carry on its business in compliance with all applicable Law.