Common use of Affirmative Obligations of the Company Clause in Contracts

Affirmative Obligations of the Company. Except (a) as contemplated or permitted by this Agreement, (b) as set forth in Section 6.1 of the Company Disclosure Letter or (c) as approved in advance by Parent in writing (such approval not to 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 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 in substantially the same manner as heretofore conducted 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 (iv) use commercially reasonable efforts, consistent with past practices and policies and subject to the terms of this Agreement, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees, (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, and (D) (1) preserve and maintain in full force and effect all material Company Registered IP, and (2) timely pay all fees, costs, royalties, and expenses relating to material Company Registered IP, and timely file and pay for all applications, statements, documents, extensions, disclaimers, and registrations relating to material Company Registered IP, in each case, to preserve and maintain in full force and effect all material Company Registered IP.

Affirmative Obligations of the Company. Except (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 contemplated prohibited or permitted required by this Agreementapplicable Law or by any Governmental Entity, (b) as set forth in Section 6.1 5.1 or Section 5.2 of the Company Disclosure Letter (other than Section 5.1(a)(ii)), or (c) as approved in advance otherwise required or permitted by this Agreement, unless Parent in writing shall otherwise consent (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with Company shall (i) use its reasonable best efforts to (1) conduct the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX hereof and the Appointment Time, each businesses 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 in substantially the same manner as heretofore conducted Ordinary Course and in compliance with all applicable laws Laws; (2) maintain and regulations, preserve intact the present business of the Company and its Subsidiaries; (ii3) 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 or Taxes, and 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 (iv) use commercially reasonable efforts, consistent with past practices and policies and subject to the terms of this Agreement, to (A) preserve intact its present business organization, (B5) keep available the services of its present directors, officers and employees; (6) maintain existing goodwill with Governmental Entities, (C) preserve its relationships with customers, distributors, lenders, partners, labor unions, suppliers, distributors, licensors, licensees and others other third parties having material business dealings with which it has significant business dealings, the Company or any of its Subsidiaries and (Dii), prior Exhibit 2.1 to the Effective Time, take the actions set forth on Section 5.1(a)(ii) (1of 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) preserve and maintain in full force and effect all material Company Registered IPthrough 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), and (2) timely pay all fees, costs, royalties, and expenses relating to material Company Registered IP, and timely file and pay for all applications, statements, documents, extensions, disclaimers, and registrations relating to material Company Registered IP, in each case, to preserve and maintain in full force and effect all material Company Registered IPas applicable.

Affirmative Obligations of the Company. Except (a) as contemplated required by the terms of this Agreement or permitted by this Agreement, the Spin-Off Agreements; (b) as set forth in Section 6.1 5.1 or Section 5.2 of the Company Disclosure Letter Letter; or (c) as approved in advance by the Parent in writing (such which approval will not to 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 IX hereof VIII and the Appointment TimeClosing, each of the Company will, and will cause each of its Subsidiaries shallto, (i) use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable Law; (ii) subject to the limitations restrictions and exceptions set forth in Section 6.2 below5.2, (i) carry on conduct its business in all material respects and operations in the ordinary course in substantially the same manner as heretofore conducted of business consistent with past practice; 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 (iv) use commercially its respective reasonable best efforts, consistent with past practices and policies and subject to the terms of this Agreementpolicies, to (A) preserve intact its present material assets, properties, Contracts or other legally binding understandings, licenses and business organization, organizations; and (B) keep available preserve the services of its present officers and employees, (C) preserve its current relationships with customers, suppliers, distributors, lessors, licensors, licensees licensees, creditors, contractors and others other Persons with which it the Company or any of its Subsidiaries has significant material business dealingsrelations; provided, however, that no action by the Company and its Subsidiaries shall be restricted pursuant to this Section 5.1 with respect to the IDI Business, SpinCo Assets, SpinCo Liabilities, or any of the SpinCo Subsidiaries (Dx) so long as such action does not adversely affect the other businesses, assets or liabilities of the Company and its Subsidiaries or (1y) preserve and maintain in full force and effect all material Company Registered IP, and (2) timely pay all fees, costs, royalties, and expenses relating to material Company Registered IP, and timely file and pay for all applications, statements, documents, extensions, disclaimers, and registrations relating to material Company Registered IP, in each case, to preserve and maintain in full force and effect all material Company Registered IPthe extent such actions are required by the Spin-Off Agreements.