Common use of Conduct of Business Before the Closing Date Clause in Contracts

Conduct of Business Before the Closing Date. (a) Parent covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by Law), unless the Company shall otherwise consent in writing, (i) the businesses of Parent and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Laws; and (ii) Parent shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses and Permits and to preserve, in all material respects, the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by Law), unless the Company Parent shall otherwise consent in writing, (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Laws; and (ii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parentthe Company, to maintain all of the Parent Company Licenses and Permits and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a5.1(a) of the Parent Company Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company Parent (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by LawAgreement), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawslaws, including without limitation the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as well as the timely filing of all material reports, forms and other documents, and payment of all applicable material regulatory fees and assessments, under applicable state and federal law; (ii) the Company shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; and (iiiii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the other key employees at a level of Parent, to maintain all of the Parent Licenses and Permits Senior Vice President or above and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law Agreement or as set forth on Section 6.1(aSchedule 5.1(a) of the Parent Company Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company Parent (which shall not be unreasonably withhelddelayed, withheld or conditioned other than with respect to clauses (i), (iii), (iv), (v)(B), (xiii) or delayed(xvii)):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof of this Agreement to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by LawAgreement), unless the Company Parent shall otherwise consent in writingwriting (which shall not be unreasonably delayed, withheld or conditioned): (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawslaws, including without limitation the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act; and (ii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to, and shall cause its Subsidiaries to preserve substantially intact the business organization of Parent and its Subsidiariesuse their commercially reasonable efforts to, to keep available the services of the present executive officers and the key employees of Parent, continue to maintain all of the Parent Licenses and Permits and to preserve, preserve in all material respects, its assets, properties, rights and operations and the present business organization and current business relationships of Parent the Company and its Subsidiaries with persons with which Parent or any of its Subsidiaries has significant business relationsSubsidiaries. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law Agreement or as set forth on Section 6.1(a) of the Parent Disclosure ScheduleSchedule 5.1(a)), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company Parent (which shall not be unreasonably withhelddelayed, withheld or conditioned other than with respect to clauses (ii), (iii), (iv) or delayed(v) below, with respect to the acquisitions of any businesses):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by Lawset forth on Section 5.1(a) of the Company Disclosure Schedule), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course Ordinary Course of business and in a manner consistent with past practice Business and, in all material respects, in compliance with applicable Laws, including the HSR Act and the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act; (ii) the Company shall and shall cause its Subsidiaries to continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; and (iiiii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses and Permits and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Before the Closing Date. (a) Parent Except (i) as expressly permitted by the terms of this Agreement; (ii) as set forth in Section 5.1(a) of the Company Disclosure Schedule; or (iii) as required by Law, the Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by Law)Time, unless the Company Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, conditioned or delayed): (ix) the businesses of Parent the Company and its Subsidiaries shall shall, subject to the restrictions and exceptions expressly set forth in this Section 5.1(a), be conducted, in all material respects, conducted in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawspractice; and (iiy) Parent the Company shall use its commercially reasonable best efforts consistent with the foregoing to maintain all material Leased Real Property in good operating condition and repair, to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses Company and Permits its Subsidiaries and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons their material customers and suppliers and others having material business relations with which Parent or any of the Company such that its Subsidiaries has significant business relationswill not be materially impaired. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except (i) as specifically contemplated expressly permitted by the terms of this Agreement, as may be required by Law or ; (ii) as set forth on in Section 6.1(a5.1(a) of the Parent Company Disclosure Schedule; or (iii) as required by Law), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do or permit any of its Subsidiaries to do any of the following without the prior written consent of the Company Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by LawAgreement), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawslaws, including without limitation the HSR Act and the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act; and (ii) Parent the Company shall and shall cause its Subsidiaries to (A) continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (B) use commercially reasonable efforts to continue to spend the amounts under the Vendor Contracts at rates and consistent with past practice and in a manner that will ensure that no penalty or shortfall payment will be assessed against the Company or its Subsidiaries during the 12 months after the date hereof, and (iii) the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses and Permits and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Before the Closing Date. (a) Parent Except as set forth on Schedule 5.1(a), the Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by LawAgreement), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawslaws; and (ii) Parent the Company shall continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use and (iii) the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses Company and Permits its Subsidiaries and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by applicable Law), unless the Company Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, delayed, or conditioned): (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, conducted in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawsbusiness; and (ii) Parent the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to Subsidiaries and keep available the services of the present executive its officers and the key employees of Parent, to maintain all of the Parent Licenses and Permits and to preserve, in all material respects, the present relationships of Parent and its Subsidiaries with persons with which Parent or any of its Subsidiaries has significant business relationsemployees. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law applicable Law, or as set forth on Section 6.1(a) of the Parent Disclosure ScheduleSchedule 5.1(a)), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by Law), unless the Company Parent shall otherwise consent in writingwriting (which consent shall not be unreasonably withheld, delayed, or conditioned): (i) the businesses of Parent the Company and its Subsidiaries Subsidiary shall be conducted, in all material respects, conducted in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Lawspractice; and (ii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to maintain all material Company Property in good operating condition and repair (ordinary course of business ordinary wear and tear excepted), to preserve substantially intact the business organization of Parent the Company and its SubsidiariesSubsidiary, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses Company and Permits its Subsidiary and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries Subsidiary with persons their material customers and suppliers and others having business relations with which Parent or any of its Subsidiaries has significant business relationsthe Company. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries Subsidiary shall (except as specifically contemplated by the terms of this Agreement, as may be required by Law Law, or as set forth on Section 6.1(a) of the Parent Disclosure ScheduleSchedule 5.1(a)), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Company Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned):

Conduct of Business Before the Closing Date. (a) Parent Except as set forth on Section 5.1(a) of the Company Disclosure Schedule, the Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of this Agreement or as may be required by LawAgreement), unless the Company Parent shall otherwise consent in writing, writing (such consent not to be unreasonably withheld): (i) the businesses business of Parent and its Subsidiaries the Company shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice andpractice; (ii) the Company shall use its commercially reasonable efforts to continue to maintain, in all material respects, its assets, properties, rights and operations in compliance accordance with applicable Laws; present practice in a condition suitable for their current use and (iiiii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to conduct the business of the Company in compliance with applicable laws in all material respects, to preserve substantially intact the business organization of Parent and its Subsidiariesthe Company, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses and Permits Company and to preserve, in all material respects, the present relationships of Parent and its Subsidiaries the Company with persons with which Parent or any of its Subsidiaries the Company has significant business relations. Without limiting the generality of the foregoing, neither Parent nor any except as set forth on Section 5.1(a) of its Subsidiaries the Company Disclosure Schedule, the Company shall not (except as specifically contemplated by the terms of this Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed):

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated expressly provided by the terms of this Agreement or as may be set forth in Section 5.01(a) of the Company Disclosure Schedule or as required by applicable Law), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice andpractice, in all material respects, in compliance with applicable Laws; and (ii) Parent the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses Company and Permits its Subsidiaries and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons Persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated otherwise expressly provided by the terms of this Agreement, as may be required by Law or as set forth on in Section 6.1(a5.01(a) of the Parent Company Disclosure ScheduleSchedule or as required by applicable Law), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):Parent:

Conduct of Business Before the Closing Date. (a) Parent The Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated expressly provided by the terms of this Agreement or as may be required by Lawthe Employment Agreement), unless the Company Parent shall otherwise consent in writing, : (i) the businesses of Parent the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with applicable Laws; and (ii) Parent the Company shall and shall cause its Subsidiaries to continue to maintain, in all material respects, its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; and (iii) the Company shall use its commercially reasonable efforts consistent with the foregoing to preserve substantially intact the business organization of Parent the Company and its Subsidiaries, to keep available the services of the present executive officers and the key employees of Parent, to maintain all of the Parent Licenses Company and Permits its Subsidiaries and to preserve, in all material respects, the present relationships of Parent the Company and its Subsidiaries with persons Persons with which Parent the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither Parent the Company nor any of its Subsidiaries shall (except as specifically contemplated otherwise expressly provided by the terms of this Agreement or the Employment Agreement, as may be required by Law or as set forth on Section 6.1(a) of the Parent Disclosure Schedule), between the date of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, directly or indirectlyindirectly do, do any of the following without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):Parent: