Common use of Conduct of Business Prior to Closing Clause in Contracts

Conduct of Business Prior to Closing. Except as expressly permitted in this Section 6.1, set forth in Schedule 6.1 or as consented to in writing by Buyer, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, (a) act and carry on its business in the ordinary course of business consistent with past practice and comply with all applicable Laws, (b) use commercially reasonable efforts to maintain and preserve its and each of its Subsidiaries’ business organization, assets and properties and existing relationships and goodwill with customers, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts to protect, defend and maintain the ownership, validity and registration of the Company Intellectual Property. Without limiting the generality of the foregoing, except as expressly permitted herein or as set forth in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer), during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

Conduct of Business Prior to Closing. Except as expressly provided or permitted in this Section 6.1herein, as set forth in Schedule 6.1 4.1 or as consented to in writing by BuyerPurchaser (which consent shall not be unreasonably withheld), during the period commencing on the date of this Agreement Date and ending at the Effective Time Closing or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) act and carry on its business in the ordinary course of Ordinary Course, (b) maintain and preserve in all material respects the Company’s business consistent organization, assets, properties (reasonable wear and tear excluded) and relationship with past practice customers, suppliers, employees and others having business dealings with them, (c) perform and comply with the Material Contracts and comply with all applicable Laws, (bd) use commercially reasonable efforts maintain their respective books and records in the usual, regular and ordinary manner, on a basis consistent with past practice, (e) continue to maintain collect accounts receivable and preserve its and each of its Subsidiaries’ business organizationpay accounts payable in the Ordinary Course, assets and properties and existing relationships and goodwill with customers, suppliers, creditors, lessor, sub-lessees and employees and (cf) use commercially reasonable efforts to protect, defend preserve their goodwill and maintain the ownership, validity and registration of the Company Intellectual Propertyongoing operations. Without limiting the generality of the foregoing, except as expressly permitted herein provided or contemplated by this Agreement, as required by Law or as set forth in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer)4.1, during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Buyer Purchaser (which consent shall not be unreasonably withheld):), in each case, other than in the Ordinary Course:

Conduct of Business Prior to Closing. Except as expressly permitted in this Section 6.1, set forth in Schedule 6.1 Prior to the earlier of the Closing or as consented to in writing by Buyer, during the period commencing on the date termination of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms Article 8, except as otherwise contemplated by this Agreement, as otherwise consented to by Parent in writing (the “Pre-Closing Period”)such consent not to be unreasonably withheld, conditioned or delayed) or as set forth on Schedule 7.2, the Company shall, and shall cause each of its Subsidiaries the other Acquired Companies to, (a) act conduct the Business and carry on its business operations of the Acquired Companies in all material respects in the usual and ordinary course of business consistent with past practice and comply in all material respects in compliance with all applicable Laws, (b) Legal Requirements and use its commercially reasonable efforts to maintain and preserve its and each of its Subsidiaries’ business organization, the assets and properties of, and existing keep intact, the business of the Acquired Companies, including using commercially reasonable efforts to keep available the services of their current Service Providers and preserving their and the Acquired Companies’ goodwill, reputation and business relationships and goodwill with customers, suppliers, creditorsvendors, lessorlicensors, sub-lessees licensees and employees and (c) use commercially reasonable efforts to protect, defend and maintain the ownership, validity and registration of the Company Intellectual Propertyothers with whom they have material dealings. Without limiting the generality of the foregoing, except as expressly permitted herein prior to the earlier of the Closing or as set forth the termination of this Agreement in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility accordance with JPMorgan Chase Bank N.A. (but may not borrow under such facility Article 8, without the prior written consent of BuyerParent (not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Periodand except as otherwise contemplated by this Agreement, or as set forth on Schedule 7.2, the Company shall not, and shall not cause or permit any of its Subsidiaries other Acquired Company to, directly or indirectly, do any of the following without the prior written consent of Buyer (which consent shall not be unreasonably withheld)::

Conduct of Business Prior to Closing. Except as expressly provided or permitted in this Section 6.1herein, set forth in on Schedule 6.1 4.1 or as consented to in writing by BuyerPurchaser (which consent shall not be unreasonably withheld), during the period commencing on the date of this Agreement and ending at the Effective Time Closing or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its the Subsidiaries to, use commercially reasonable efforts to (a) act and carry on its business their respective businesses in the ordinary course of business consistent with past practice and comply with all applicable Laws, (b) use commercially reasonable efforts to maintain and preserve its in all material respects the Company’s and each of its the Subsidiaries’ business organization, assets and properties (reasonable wear and existing relationships and goodwill with customers, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts to protect, defend and maintain the ownership, validity and registration of the Company Intellectual Propertytear excluded). Without limiting the generality of the foregoing, except as expressly provided or permitted herein herein, as required by Law or as set forth in on Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer)4.1, during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, do any of the following without the prior written consent of Buyer Purchaser (which consent shall not be unreasonably withheld):

Conduct of Business Prior to Closing. Except as expressly provided or permitted in this Section 6.1herein, as set forth in on Schedule 6.1 or as consented to in writing by BuyerBuyers, during the period commencing on the date of this Agreement and ending at the Effective Time Closing or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the applicable Sellers shall cause each Company shallto, and each Company shall cause each of its Subsidiaries (if any) to, use commercially reasonable efforts to (a) act and carry on its business the Business in the ordinary course Ordinary Course of business consistent with past practice and comply with all applicable LawsBusiness, (b) use commercially reasonable efforts to maintain and preserve intact its and each of its Subsidiaries’ respective business organization, assets and properties and existing relationships and goodwill with customers, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts to protectpreserve its present relationships with employees, defend customers, suppliers and maintain the ownership, validity and registration of the Company Intellectual Propertyother persons with which it has material business relations. Without limiting the generality of the foregoing, except as expressly provided or permitted herein or as set forth in on Schedule 6.1 and except that the Company may renew 6.1, or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer), during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of Buyer Buyers (which consent shall not be unreasonably withheld):, conditioned or delayed), the applicable Sellers shall cause each Company not to, and each Company shall cause each of its Subsidiaries (if any) not to, do, or permit to be done any of the following, directly or indirectly:

Conduct of Business Prior to Closing. Except From the date hereof until Closing, except as expressly permitted otherwise provided in this Agreement, Section 6.1, set forth in Schedule 6.1 5.01 of the Disclosure Letter or as consented to in writing by Buyer, during the period commencing on the date of this Agreement and ending at the Effective Time Buyer (which consent shall not be unreasonably withheld or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”delayed), the Company shall, and shall cause each of its Subsidiaries to, : (a) act conduct the business of the Company and carry on its business Subsidiaries in all material respects in the ordinary course of business consistent with past practice practices; and comply with all applicable Laws, (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and each to preserve the rights, franchises, goodwill and relationships of its Subsidiaries’ business organizationEmployees, assets and properties and existing relationships and goodwill with customers, lenders, suppliers, creditors, lessor, sub-lessees regulators and employees and (c) use commercially reasonable efforts to protect, defend and maintain the ownership, validity and registration of others having business relationships with the Company Intellectual Propertyand its Subsidiaries. Without limiting the generality of foregoing, from the foregoingdate hereof until the Closing Date, except as expressly permitted herein or as set forth consented to in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer), during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of writing by Buyer (which consent shall not be 45 unreasonably withheld):withheld or delayed), the Company shall not take or cause or permit its Subsidiaries to take any action that would cause any of the changes, events or conditions described in Section 3.12 to occur.

Conduct of Business Prior to Closing. Except as expressly provided or permitted in this Section 6.1herein, as set forth in Schedule 6.1 or as consented to in writing by BuyerParent (which consent shall not be unreasonably conditioned, withheld or delayed), during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (such period is referred to as the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) act and carry on its business in the ordinary course of business consistent with past practice and comply with all applicable Lawspractice, (b) use commercially reasonable efforts to maintain and preserve its and each of its Subsidiaries’ business organization, assets and properties and existing relationships and goodwill with customersproperties, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts continue to protect, defend and maintain perform in all material respects under existing material contracts in effect on the ownership, validity and registration of date hereof (for the Company Intellectual Propertyrespective terms provided in such contracts). Without limiting the generality of the foregoing, except as expressly provided or permitted herein or as set forth in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer)6.1, during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, other than in the ordinary course of business, do any of the following without the prior written consent of Buyer Parent (which consent shall not be unreasonably conditioned, withheld, or delayed; provided, that should Parent not provide its written consent or written denial within two Business Days of its receipt of any written request by the Company pursuant to this Section 6.1, Parent shall be deemed to have provided its written consent to any such request):

Conduct of Business Prior to Closing. Except as expressly provided or permitted in this Section 6.1herein, as set forth in Schedule 6.1 or as consented to or requested in writing by BuyerParent, which consent shall not be unreasonably withheld, conditioned or delayed, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (such period is referred to as the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (a) act and carry on its business in the ordinary course of business consistent with past practice and comply with all applicable Lawspractice, (b) use commercially reasonable efforts to maintain and preserve its and each of its Subsidiaries’ business organization, assets and properties and existing relationships and goodwill with customersproperties, suppliers, creditors, lessor, sub-lessees and employees and (c) use commercially reasonable efforts continue to protectperform in all material respects under existing Material Contracts in effect on the date hereof (for the respective terms provided in such contracts), defend and maintain (d) preserve the ownership, validity and registration current relationships of the Company Intellectual Propertywith customers and suppliers with which the Company has significant business relations. Without limiting the generality of the foregoing, except as expressly provided or permitted herein or as set forth in Schedule 6.1 and except that the Company may renew or extend its existing revolving credit facility with JPMorgan Chase Bank N.A. (but may not borrow under such facility without the prior written consent of Buyer)6.1, during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, other than in the ordinary course of business, do any of the following without the prior written consent of Buyer (Parent, which consent shall not be unreasonably withheld):, conditioned or delayed: