Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except as (a) expressly required or permitted by this Agreement, (b) set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (c) 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 Article VIII and the Effective Time, (i) the Company and each of its Subsidiaries shall carry on its business in the ordinary course consistent with past practice and (ii) to the extent consistent with the foregoing, the Company and each of its Subsidiaries shall use commercially reasonable efforts to (A) keep available the services of its directors, officers and key employees and (B) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations of the Company. Except as (a) as expressly contemplated or expressly required or permitted by this Agreement, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter 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 (x) the Appointment Time, (y) the Effective Time and (z) the termination of this Agreement pursuant to Article VIII and the Effective Time, (i) the Company and each of its Subsidiaries shall carry on its business in the ordinary course consistent with past practice and (ii) to the extent consistent with the foregoingVII, the Company and each of its Subsidiaries shall use (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Law and (ii)use commercially reasonable efforts efforts, consistent with past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its directors, present officers and key employees and (BC) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.