Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (x) as expressly required under the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.2 of the Company Disclosure Schedule or (z) as approved in advance by Parent in writing (such approval not to be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall (and shall cause each of the Acquired Corporations to): (a) carry on its business in all material respects in the ordinary course and in accordance with past practices; (b) use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iii) keep available the services of its present officers and employees and (iv) preserve its relationships with manufacturers, suppliers, vendors, distributors, Governmental Entities, customers, licensors, licensees and others with which it has material business dealings; and (c) promptly notify Parent of (i) any Knowledge of any notice from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or any of the Transactions, (ii) any material event or occurrence not in the ordinary course of the Acquired Corporations’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect and (iii) any Action commenced, or, to its Knowledge threatened, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions.

Affirmative Obligations of the Company. Except (x) as expressly required under the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.2 of the Company Disclosure Schedule or (z) as approved in advance by Parent in writing (such approval not to be unreasonably withheld, conditioned or delayed)writing, at all times during the Pre-Closing Period, the Company shall (and shall cause each of the Acquired Corporations its Subsidiaries to): (a) carry on its business in all material respects in the ordinary course in substantially the same manner as heretofore conducted and in accordance material compliance with past practicesall applicable Laws; (b) pay its debts and Taxes when due, subject to (i) good faith disputes over such debts or Taxes contested in good faith by any appropriate Action and for which adequate reserves are established to the extent required by GAAP; and (ii) Parent’s consent to the filing of material Returns, which consent shall not be unreasonably delayed; (c) use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iii) keep available the services of its present officers and employees and to the extent Parent or Purchaser has made offers to such persons (iv) preserve its relationships with manufacturers, suppliers, vendors, distributors, Governmental Entities, customers, licensors, licensees and others with which it has material business dealings; and (cd) promptly notify Parent of (i) any Knowledge of any notice from any Person alleging that the consent Consent of such Person is or may be required in connection with the Mergers or any of the Transactions, (ii) any material event or occurrence not in the ordinary course of the Acquired Corporations’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect Effect, and (iii) any Action commenced, or, to its Knowledge threatened, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions.

Affirmative Obligations of the Company. Except (xa) as expressly required under the terms of contemplated or permitted by this Agreement or as required by applicable LawAgreement, (yb) as set forth in Section 5.2 5.1 of the Company Disclosure Schedule or (zc) as approved in advance by Parent in writing (such which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the Pre-Closing Periodperiod 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 hereof and the Effective Time, the Company shall (shall, and shall cause each of the Acquired Corporations its Subsidiaries to): , (ai) use commercially reasonable efforts to carry on its business in all material respects in the ordinary course in all respects and in accordance compliance with past practices; all applicable Legal Requirements, (bii) pay its material debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform when due all obligations which individually or in the aggregate are material to the Company, (iv) provide all documents referenced in Section 3.18(a) to Parent that have not already been provided, (v) (X) make available for inspection by Parent all findings and documents relating to the preparation of the self disclosure described in Section 7.3(d), (Y) allow Parent to assist in the process of (1) selecting such third parties as the parties may mutually deem necessary, to assist in gathering information necessary for the preparation of such self disclosure, (2) drafting and preparing such self disclosure, and (Z) submit a related “narrative account” that is acceptable to and is not in any material respect inconsistent with the substantive advice received in consultation with Parent’s export control counsel, and (vi) use commercially reasonable efforts to (iA) preserve intact its present business organization, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iiiB) keep available the services of its present officers and employees and (ivC) preserve its relationships with manufacturerscustomers, suppliers, vendors, distributors, Governmental Entities, customers, licensors, licensees and others with which it has material significant business dealings; and (c) promptly notify Parent of (i) any Knowledge of any notice from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or any of the Transactions, (ii) any material event or occurrence not in the ordinary course of the Acquired Corporations’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect and (iii) any Action commenced, or, to its Knowledge threatened, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions.

Affirmative Obligations of the Company. Except (xa) as expressly required under the terms of contemplated or permitted by this Agreement or as required by applicable LawAgreement, (yb) as set forth in Section 5.2 5.1 of the Company Disclosure Schedule or (zc) as approved in advance by Parent in writing (such which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the Pre-Closing Periodperiod 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 hereof and the Effective Time, the Company shall (shall, and shall cause each of the Acquired Corporations its Subsidiaries to): , (ai) use commercially reasonable efforts to carry on its business in all material respects in the ordinary course in all respects and in accordance compliance with past practices; all applicable Legal Requirements, (bii) pay its material debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes, (iii) pay or perform when due all obligations which individually or in the aggregate are material to the Company, (iv) provide all documents referenced in Section 3.18(a) to Parent that have not already been provided, (v) (X) make available for inspection by Parent all findings and documents relating to the preparation of the self disclosure described in Section 7.3(d), (Y) allow Parent to assist in the process of (1) selecting such third parties as the parties may mutually deem necessary, to assist in gathering information necessary for the preparation of such self disclosure, (2) drafting and preparing such self disclosure, and (Z) submit a related "narrative account" that is acceptable to and is not in any material respect inconsistent with the substantive advice received in consultation with Parent's export control counsel, and (vi) use commercially reasonable efforts to (iA) preserve intact its present business organization, (ii) pay or perform all material obligations when due, subject to good faith disputes over such obligations, (iiiB) keep available the services of its present officers and employees and (ivC) preserve its relationships with manufacturerscustomers, suppliers, vendors, distributors, Governmental Entities, customers, licensors, licensees and others with which it has material significant business dealings; and (c) promptly notify Parent of (i) any Knowledge of any notice from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or any of the Transactions, (ii) any material event or occurrence not in the ordinary course of the Acquired Corporations’ business, and of any event which could reasonably be expected to have a Company Material Adverse Effect and (iii) any Action commenced, or, to its Knowledge threatened, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions.