Common use of Conduct of Business of Company Clause in Contracts

Conduct of Business of Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly required by this Agreement or as consented to in writing by Parent), to carry on its and its subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable best efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could reasonably be expected to have a Material Adverse Effect on Company.

Conduct of Business of Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly required contemplated by this Agreement or as consented to in writing by Parent), to carry on its and its subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially all reasonable best efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could reasonably be expected to would have a Material Adverse Effect on Company.

Conduct of Business of Company. During the period from From the date ------------------------------ of this Agreement and continuing until through the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly required by this Agreement or as consented to in writing by Parent, which consent shall not be unreasonably withheld, delayed or conditioned), to carry on its business, and to cause its subsidiaries' business subsidiaries to carry on their respective businesses, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Subject to Section 4.2 hereof, Company further agrees to pay pay, and to cause its it subsidiaries to pay pay, all debts and Taxes when due due, subject (i) to good faith disputes over such debts or taxesTaxes and (ii) the filing of material Tax Returns (provided that Company shall inform Parent of its intention to file such Tax Returns prior to filing), and to pay or perform perform, and to cause its subsidiaries to pay and perform, all other material obligations when due, and to . Company shall use its commercially reasonable best efforts consistent with past practice and policies to preserve intact its and its subsidiaries' ’ present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its and its subsidiaries' ’ present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its and its subsidiaries' ’ relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it or its subsidiariesany of them, to with the end intention that its and its subsidiaries' ’ goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could reasonably be expected to have a Material Adverse Effect on Company.

Conduct of Business of Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (agrees, except to the extent expressly required by this Agreement or as consented to that Buyer shall otherwise consent in writing by Parent)writing, to carry on its and Company's or its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay the debts and Taxes of Company and its subsidiaries when due subject to good faith disputes over such debts or taxesdue, to pay or perform other material obligations when due, and and, to the extent consistent with such business, use its commercially reasonable best efforts consistent with past practice and policies to preserve intact its Company's and its subsidiaries' present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its Company's and its subsidiaries' present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its Company's and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiariesit, to all with the end that its goal of preserving unimpaired Company's and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company agrees to shall promptly notify Parent Buyer of any material event or occurrence or emergency not in the ordinary course of business of Company or its subsidiaries and any material event involving Company or its subsidiaries' business. Except as expressly contemplated by this Agreement as set forth in Section 5.1 of the Company Disclosure Schedule, Company shall not, and shall not permit its subsidiaries to, without the prior written consent of any event which could reasonably be expected to have a Material Adverse Effect on Company.Buyer:

Conduct of Business of Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company agrees (except to the extent expressly required by this Agreement or as consented to in writing by Parent), to carry on its and its subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially all reasonable best efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could reasonably be expected to have a Material Adverse Effect on CompanyEffect.

Conduct of Business of Company. During the period from the date ------------------------------ of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly required contemplated by this Agreement or as consented to in writing by ParentAgreement), to carry on its and its subsidiariesSubsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable best efforts consistent with past practice and policies to preserve intact its and its subsidiariesSubsidiaries' present business organizations, use its commercially reasonable best efforts consistent with past practice to keep available the services of its and its subsidiariesSubsidiaries' present officers and key employees and use its commercially reasonable best efforts consistent with past practice to preserve its and its subsidiariesSubsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiariesSubsidiaries, to the end that its and its subsidiariesSubsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could reasonably be expected to have a Material Adverse Effect on Company.promptly