Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. Except for matters set forth in Section 5.1(b) of the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement (including to effect any of the transactions contemplated hereby) or required by applicable Law or with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to conduct its business in the ordinary course consistent with past practice in all material respects. In addition, and without limiting the generality of the foregoing, Parent covenants and agrees, from and after the execution of this Agreement and prior to the Effective Time (unless the Company shall otherwise approve in writing, which shall not be unreasonably withheld, conditioned or delayed, and except (i) as required by applicable Law, (ii) as expressly required by this Agreement, (iii) otherwise expressly disclosed in Section 5.1(b) of the Parent Disclosure Letter, (iv) to the extent necessary to comply with obligations set forth in the Parent Material Contracts or (v) with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed)): Parent shall not, and shall cause each Parent Subsidiary (and only with respect to clauses (B), (C) and (D) of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not to:

Conduct of Business by Parent. Except for matters set forth in Section 5.1(bFrom and after the date hereof and prior to the Effective Time or the Termination Date, except (w) of the Parent Disclosure Letter or otherwise expressly as may be required by applicable Law, (x) as may be contemplated, permitted or expressly contemplated required by this Agreement or the Framework Agreement, (including y) as may be consented to effect any of the transactions contemplated hereby) or required in writing in advance by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from ) or (z) as set forth in Section 4.1 of the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its termsParent Disclosure Letter, Parent shall, and shall cause each Parent Subsidiary to of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, and preserve its relationships with customers, suppliers and others having dealings with it, in each case in all material respects, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time; provided, however, that no action by Parent or any of its Subsidiaries with respect to actions taken in accordance with clauses (i) through (xv) of this Section 4.1(b) shall be deemed to be a breach of this sentence unless such action would constitute a breach of such other provision. In addition, and without Without limiting the generality of the foregoing, Parent covenants and agreesexcept (w) as may be required by applicable Law, from and after the execution of (x) as may be contemplated, permitted or required by this Agreement and prior or the Framework Agreement, (y) as may be consented to the Effective Time (unless in writing in advance by the Company shall otherwise approve in writing, (which consent shall not be unreasonably withheld, conditioned or delayed, and except ) or (iz) as required by applicable Law, (ii) as expressly required by this Agreement, (iii) otherwise expressly disclosed set forth in Section 5.1(b) 4.1 of the Parent Disclosure Letter, Letter (iv) with specific reference to the extent necessary applicable subsection below), from and after the date hereof and prior to comply with obligations set forth in the Parent Material Contracts Effective Time or (v) with the prior written consent of the Company (which shall not be unreasonably withheldTermination Date, conditioned or delayed)): Parent shall not, and shall cause each Parent Subsidiary (and only with respect to clauses (B), (C) and (D) not permit any of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not Subsidiaries to:

Conduct of Business by Parent. Except for matters as (i) set forth in Section 5.1(bon Schedule 4.1(b) of the Parent Disclosure Letter or Letter, (ii) otherwise expressly required by applicable Law, (iii) otherwise permitted or expressly contemplated by this Agreement or (including iv) consented to effect any of the transactions contemplated hereby) or required in writing by applicable Law or with the prior written consent of the Company (which shall such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each the Parent Subsidiary Subsidiaries to, carry on their respective businesses in all material respects according to conduct its business in the their ordinary course consistent with past practice and, to the extent consistent therewith, subject to the restrictions set forth below in all this Section 4.1(b), use commercially reasonable efforts to preserve intact their current business organizations, keep available the services of their key officers and other key employees and preserve their business relationships with material respectscustomers, suppliers, distributors and other persons having business dealings with them; provided, however, that no action by Parent or any Parent Subsidiary with respect to matters specifically addressed by any other provision of this Section 4.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In addition, and without Without limiting the generality of the foregoing, Parent covenants and agrees, from and after the execution of this Agreement and prior to the Effective Time except as (unless the Company shall otherwise approve in writing, which shall not be unreasonably withheld, conditioned or delayed, and except (iw) as required by applicable Law, (ii) as expressly required by this Agreement, (iii) otherwise expressly disclosed in Section 5.1(bset forth on Schedule 4.1(b) of the Parent Disclosure Letter, (ivx) to the extent necessary to comply with obligations set forth in the Parent Material Contracts required by applicable Law, (y) contemplated by this Agreement or (vz) with the prior written consent of consented to in writing by the Company (which shall such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned)): , during the period from the date of this Agreement to the Effective Time, Parent shall not, not and shall cause each not permit any Parent Subsidiary (and only with respect to clauses (B), (C) and (D) of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not to:

Conduct of Business by Parent. Except for matters (v) as set forth in on Section 5.1(b4.1(b) of the Parent Disclosure Letter or otherwise expressly Letter, (w) as required by applicable Law, (x) as permitted or expressly contemplated by this Agreement Agreement, (including y) as consented to effect any of the transactions contemplated hereby) or required in writing by applicable Law or with the prior written consent of the Company (which shall such consent not to be unreasonably withheld, conditioned delayed or delayed)conditioned) or (z) for transactions between or among Parent and the Parent Subsidiaries, during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each the Parent Subsidiary to conduct its business Subsidiaries to, carry on their respective businesses in the all material respects in accordance with their ordinary course consistent with past practice and in compliance in all material respectsrespects with all applicable Laws and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, keep available the services of their key officers and other significant managers and preserve their business relationships with significant customers, suppliers, distributors and other persons having business dealings with them; provided, however, that no action by Parent or any Parent Subsidiary with respect to matters specifically addressed by any other provision of this Section 4.1 shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In addition, and without Without limiting the generality of the foregoing, Parent covenants and agrees, from and after the execution of this Agreement and prior to the Effective Time (unless the Company shall otherwise approve in writing, which shall not be unreasonably withheld, conditioned or delayed, and except (iv) as set forth on Section 4.1(b) of the Parent Disclosure Letter, (w) as required by applicable Law, (iix) as expressly required otherwise contemplated by this Agreement, (iiiy) otherwise expressly disclosed as consented to in Section 5.1(b) of the Parent Disclosure Letter, (iv) to the extent necessary to comply with obligations set forth in the Parent Material Contracts or (v) with the prior written consent of the writing by Company (which shall such consent not to be unreasonably withheld, conditioned delayed or delayed)): conditioned) or (z) for transactions between or among Parent and the Parent Subsidiaries, during the period from the date of this Agreement to the Effective Time, Parent shall not, not and shall cause each not permit any Parent Subsidiary (and only with respect to clauses (B), (C) and (D) of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not to:

Conduct of Business by Parent. Except for matters set forth in Section 5.1(b) of During the Parent Disclosure Letter or otherwise expressly permitted or expressly contemplated by this Agreement (including to effect any of the transactions contemplated hereby) or required by applicable Law or with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), period from the date of this Agreement to the Effective Time, orexcept as consented to in writing in advance by the Company or as otherwise specifically required by this Agreement, as required by applicable Law (including, upon written notice to the Company, as required by a Governmental Entity to respond to the impact, presence, outbreak or spread of any pandemic (including COVID-19); provided, if earlieran action would reasonably be expected to require notice under a WARN Act, such notice to the termination Company shall be provided at least five (5) days prior to taking such action) or as set forth in Section 6.1(b) of this Agreement in accordance with its termsthe Parent Disclosure Letter, Parent shall, and shall cause each Parent Subsidiary of its Subsidiaries to, use reasonable best efforts to conduct carry on its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve intact its business organization, preserve its material assets, rights and properties in good repair and condition and preserve its goodwill and maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having business dealings with it and in compliance in all material respectsrespects with applicable Laws. In addition, addition to and without limiting the generality of the foregoing, Parent covenants and agrees, during the period from and after the execution date of this Agreement and prior to the Effective Time Time, except as specifically required by this Agreement, as required by applicable Law or as set forth in Section 6.1(b) of the Parent Disclosure Letter, Parent shall not, and shall not permit any of its Subsidiaries, without the Company’s prior written consent (unless the Company shall otherwise approve in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except delayed with respect to the matters in clauses (i) as required by applicable Lawv), (iivii) as expressly required by this Agreementthrough (xiv) and, (iii) otherwise expressly disclosed in Section 5.1(b) of the Parent Disclosure Letter, (iv) to the extent necessary related to comply with obligations set forth in the Parent Material Contracts or (v) with the prior written consent any of the Company foregoing clauses, (which shall not be unreasonably withheld, conditioned or delayedxvi)): Parent shall not, and shall cause each Parent Subsidiary (and only with respect to clauses (B), (C) and (D) of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not to:

Conduct of Business by Parent. Except for matters (x) as set forth in Section 5.1(b) of the Parent Disclosure Letter, (y) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19, as determined by Parent in its reasonable discretion after providing at least two business days’ written notice to Parent prior to taking or omitting to take such action or (z) as otherwise expressly contemplated by this Agreement or as consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time, Parent shall, and shall cause its subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve intact their current business organizations, preserve their assets and properties in good repair and condition, use reasonable best efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time. Except as set forth in Section 5.1(b) of the Parent Disclosure Letter or as otherwise expressly permitted or expressly contemplated by this Agreement (including or as consented to effect any of the transactions contemplated hereby) or required by applicable Law or with the prior written consent of the Company in writing (which shall such consent not to be unreasonably withheld, conditioned withheld or delayed), during the period from the date of this Agreement to the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall, and shall cause each Parent Subsidiary to conduct its business in the ordinary course consistent with past practice in all material respects. In addition, and without limiting the generality of the foregoing, Parent covenants and agrees, from and after the execution of this Agreement and prior to the Effective Time (unless the Company shall otherwise approve in writing, which shall not be unreasonably withheld, conditioned or delayed, and except (i) as required by applicable Law, (ii) as expressly required by this Agreement, (iii) otherwise expressly disclosed in Section 5.1(b) of the Parent Disclosure Letter, (iv) to the extent necessary to comply with obligations set forth in the Parent Material Contracts or (v) with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed)): Parent shall not, and shall cause each Parent Subsidiary (and only with respect to clauses (B), (C) and (D) not permit any of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not subsidiaries to:

Conduct of Business by Parent. Except for matters as set forth in Section 5.1(b4.1(b) of the Parent Disclosure Letter or Letter, as otherwise expressly permitted or expressly contemplated by this Agreement (including to effect any of the transactions contemplated hereby) or Agreement, as required by applicable Law or with the prior written consent of as consented to by the Company in writing (which shall such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the First Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shallwill, and shall will cause each Parent Subsidiary to conduct its business Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current business organizations, preserve their assets and properties in all material respects. In additiongood repair and condition, use commercially reasonable efforts to keep available the services of their current officers and without limiting other key employees and preserve their relationships with those Persons having business dealings with them; provided however, that no action by Parent or any of its Subsidiaries with respect to matters specifically addressed by the generality following sentence or contemplated by the Financing Agreements will be deemed to be a breach of this sentence unless such action would constitute a breach of the foregoing, Parent covenants and agrees, from and after the execution of this Agreement and prior to the Effective Time (unless the Company shall otherwise approve in writing, which shall not be unreasonably withheld, conditioned or delayed, and except (i) following sentence. Except as required by applicable Law, (ii) as expressly required by this Agreement, (iii) otherwise expressly disclosed set forth in Section 5.1(b4.1(b) of the Parent Disclosure Letter, (iv) as otherwise expressly contemplated by this Agreement, as required by Law or as consented to the extent necessary to comply with obligations set forth in the Parent Material Contracts or (v) with the prior written consent of by the Company in writing (which shall such consent not to be unreasonably withheld, conditioned or delayeddelayed with respect to matters specifically addressed in Sections 4.1(b)(i)(B)): , (i)(C), (ii), (iii), (iv), (v), (vi), (vii) and, to the extent related the foregoing Section 4.1(b)(ix)), during the period from the date of this Agreement to the First Effective Time, Parent shall will not, and shall cause each Parent Subsidiary (and only with respect to clauses (B), (C) and (D) will not permit any of subsection (iv) below, shall cause each of Parent’s Affiliates) (provided that no such consent of Company may be required to the extent Parent reasonably believes, based on its outside counsel’s advice, that obtaining such consent may violate any Laws, including Antitrust Laws) not Subsidiaries to: