Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. (a) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except (a) as prohibited or required by applicable Law or by any Governmental Entity, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter (other than Section 5.1(a)(ii)), or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) use its reasonable best efforts to (1) conduct the businesses of the Company and its Subsidiaries in the Ordinary Course and in compliance with all applicable Laws; (2) maintain and preserve intact the present business of the Company and its Subsidiaries; (3) maintain in effect all of its Permits; (4) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts and Taxes for which adequate reserves have been established in accordance with GAAP on the appropriate financial statements; (5) keep available the services of its directors, officers and employees; (6) maintain existing goodwill with Governmental Entities, customers, distributors, lenders, partners, labor unions, suppliers, and other third parties having material business dealings with the Company or any of its Subsidiaries and (ii), prior to the Effective Time, take the actions set forth on Section 5.1(a)(ii) of the Company Disclosure Letter; provided that no action by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by Section 5.2(a) through 5.2(r) shall be deemed a breach of this Section 5.1 unless such action would constitute a breach of Section 5.2(a) through Section 5.2(r), as applicable. (b) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except (a) as prohibited or required by applicable Law or by any Governmental Entity, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not materially increase the rates of direct compensation or bonus compensation payable or to become payable to any employee, director, officer or consultant of the Company or any Subsidiary, other than (i) bonuses paid to members of management of the Company in connection with the transactions contemplated by this Agreement that have been approved by the Board of Directors of the Company and are accrued in the net working capital schedule set forth on Section 3.25 of the Company Disclosure Letter, (ii) as otherwise set forth in the Company Disclosure Letter and (iii) such increases not in excess of $100,000, in the aggregate.

Affirmative Obligations of the Company. (a) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except Except (a) as prohibited contemplated or required permitted by applicable Law or by any Governmental Entitythis Agreement, (b) as set forth in Section 5.1 or Section 5.2 6.1 of the Company Disclosure Letter (other than Section 5.1(a)(ii)), or (c) as otherwise required or permitted approved in advance by this Agreement, unless Parent shall otherwise consent in writing (which consent shall such approval not to be unreasonably withheld, conditioned or delayed), at all times during the Company shall (i) use its reasonable best efforts period commencing with the execution and delivery of this Agreement and continuing until the earlier to (1) conduct occur of the businesses termination of this Agreement pursuant to Article IX hereof and the Appointment Time, each of the Company and each of its Subsidiaries shall, subject to the limitations set forth in Section 6.2 below, (i) carry on its business in all material respects in the Ordinary Course ordinary course in substantially the same manner as heretofore conducted and in compliance with all applicable Laws; laws and regulations, (2) maintain and preserve intact the present business of the Company and its Subsidiaries; (3) maintain in effect all of its Permits; (4ii) 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 Taxes for which adequate reserves have been established in accordance (iv) use commercially reasonable efforts, consistent with GAAP on past practices and policies and subject to the appropriate financial statements; terms of this Agreement, to (5A) preserve intact its present business organization, (B) keep available the services of its directors, present officers and employees; , (6C) maintain existing goodwill preserve its relationships with Governmental Entitiescustomers, customerssuppliers, distributors, lenderslicensors, partners, labor unions, supplierslicensees and others with which it has significant business dealings, and other third parties having (D) (1) preserve and maintain in full force and effect all material business dealings with the Company or any of its Subsidiaries Registered IP, and (ii)2) timely pay all fees, prior costs, royalties, and expenses relating to the Effective Timematerial Company Registered IP, take the actions set forth on Section 5.1(a)(ii) of the and timely file and pay for all applications, statements, documents, extensions, disclaimers, and registrations relating to material Company Disclosure Letter; provided that no action by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by Section 5.2(a) through 5.2(r) shall be deemed a breach of this Section 5.1 unless such action would constitute a breach of Section 5.2(a) through Section 5.2(r), as applicable. (b) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except (a) as prohibited or required by applicable Law or by any Governmental Entity, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not materially increase the rates of direct compensation or bonus compensation payable or to become payable to any employee, director, officer or consultant of the Company or any Subsidiary, other than (i) bonuses paid to members of management of the Company in connection with the transactions contemplated by this Agreement that have been approved by the Board of Directors of the Company and are accrued in the net working capital schedule set forth on Section 3.25 of the Company Disclosure Letter, (ii) as otherwise set forth in the Company Disclosure Letter and (iii) such increases not in excess of $100,000Registered IP, in the aggregateeach case, to preserve and maintain in full force and effect all material Company Registered IP.

Affirmative Obligations of the Company. (a) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except Except (a) as prohibited or required by applicable Law or by any Governmental Entity, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter (other than Section 5.1(a)(ii)), or (c) as otherwise required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) use its reasonable best efforts to (1) conduct the businesses of the Company and its Subsidiaries in the Ordinary Course and in compliance with all applicable Laws; (2) maintain and preserve intact the present business of the Company and its Subsidiaries; (3) maintain in effect all of its Permits; (4) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts and Taxes for which adequate reserves have been established in accordance with GAAP on the appropriate financial statements; (5) keep available the services of its directors, officers and employees; (6) maintain existing goodwill with Governmental Entities, customers, distributors, lenders, partners, labor unions, suppliers, and other third parties having material business dealings with the Company or any of its Subsidiaries and (ii), prior to the Effective Time, take the actions set forth on Section 5.1(a)(ii) of the Company Disclosure Letter; provided that no action by the Company or any of its Subsidiaries with respect to any of the matters specifically addressed by Section 5.2(a) through 5.2(r) shall be deemed a breach of this Section 5.1 unless such action would constitute a breach of Section 5.2(a) through Section 5.2(r), as applicable. (b) From the date terms of this Agreement until or the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 8.1, except (a) as prohibited or required by applicable Law or by any Governmental Entity, Spin-Off Agreements; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter, ; or (c) as otherwise required or permitted approved by this Agreement, unless the Parent shall otherwise consent in writing (which consent shall approval will 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 Closing, the Company shall not materially increase will, and will cause each of its Subsidiaries to, (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law; (ii) subject to the rates restrictions and exceptions set forth in Section 5.2, conduct its business and operations in the ordinary course of direct compensation business consistent with past practice; and (iii) use its respective reasonable best efforts, consistent with past practices and policies, to (A) preserve intact its material assets, properties, Contracts or bonus compensation payable or to become payable to any employeeother legally binding understandings, directorlicenses and business organizations; and (B) preserve the current relationships with customers, officer or consultant of suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other Persons with which the Company or any Subsidiaryof its Subsidiaries has material business relations; provided, other than (i) bonuses paid however, that no action by the Company and its Subsidiaries shall be restricted pursuant to members of management this Section 5.1 with respect to the IDI Business, SpinCo Assets, SpinCo Liabilities, or any of the Company in connection with SpinCo Subsidiaries (x) so long as such action does not adversely affect the transactions contemplated by this Agreement that have been approved by the Board of Directors other businesses, assets or liabilities of the Company and its Subsidiaries or (y) to the extent such actions are accrued in required by the net working capital schedule set forth on Section 3.25 of the Company Disclosure Letter, (ii) as otherwise set forth in the Company Disclosure Letter and (iii) such increases not in excess of $100,000, in the aggregateSpin-Off Agreements.