Common use of Conduct of the Company and its Subsidiaries Clause in Contracts

Conduct of the Company and its Subsidiaries. Except as (x) set forth in Section 6.1 of the Company Disclosure Letter or as otherwise expressly permitted or required by this Agreement or required or contemplated by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary or reasonably desirable to consummate the Plan Transactions, or (y) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its business organization, including the goodwill of any Governmental Authorities, lenders, suppliers, landlords and other Persons with which it has material business relationships, and to maintain the status of the Company as a REIT for U.S. federal income tax purposes; provided, however, that no action by the Company or its Subsidiaries of the type specifically addressed in Sections 6.1(a) through 6.1(r) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except (i) as required by Law, (ii) as set forth in Section 6.1 of the Company Disclosure Letter, (iii) as may be expressly permitted or required by this Agreement or required by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary to consummate the Plan Transactions, or (iv) as may be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries to:

Conduct of the Company and its Subsidiaries. Except as (x) set forth in Section 6.1 of the Company Disclosure Letter or as otherwise expressly permitted or required by this Agreement or required or contemplated by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary or reasonably desirable to consummate the Plan Transactions, or (y) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its Significant Joint Ventures to, conduct their respective businesses and operate the Company Facilities in the ordinary course and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its business organization, including the goodwill of any Governmental Authorities, lenders, suppliers, landlords landlords, Joint Venture partners and other Persons with which it has material business relationships, and to maintain the status of the Company as a REIT for U.S. federal income tax purposes; provided, however, that no action by the Company or its Subsidiaries or its Significant Joint Ventures of the type specifically addressed in Sections 6.1(a) through 6.1(r) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except (i) as required by Law, (ii) as set forth in Section 6.1 of the Company Disclosure Letter, (iii) as may be expressly permitted or required by this Agreement or and, in the case of the Significant Joint Ventures, required by the Alternative Plan Sponsor terms of the applicable Joint Venture Agreement, (iv) pursuant to the Bankruptcy Case Company Reorganization, the Management Business Sale, the Management Business Distribution or otherwise as necessary to consummate the Plan Transactions, Distribution or (ivv) as may be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries or Significant Joint Ventures to:

Conduct of the Company and its Subsidiaries. Except as for matters (xi) set forth in Section 6.1 6.01 of the Company Disclosure Letter Letter, (ii) contemplated or as otherwise expressly permitted or by this Agreement, (iii) required by this Agreement Law or required or contemplated by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary or reasonably desirable to consummate the Plan Transactions, a Governmental Entity of competent jurisdiction or (yiv) consented agreed to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its termspursuant to Article IX, the Company shallwill use commercially reasonable efforts to, and shall to cause its Subsidiaries to, conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its current business organization, including the services of its key employees and the goodwill of any Governmental AuthoritiesEntities, customers, lenders, suppliersdistributors, landlords suppliers and other Persons with which it has material business relationships, and to maintain . Without limiting the status generality of the Company as a REIT foregoing, except for U.S. federal income tax purposes; provided, however, that no action by the Company or its Subsidiaries of the type specifically addressed in Sections 6.1(a) through 6.1(r) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except matters (i) as required by Law, (ii) as set forth in Section 6.1 6.01 of the Company Disclosure Letter, (iiiii) as may be expressly contemplated or permitted or by this Agreement, (ii) required by this Agreement Law or required by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary to consummate the Plan Transactions, a Governmental Entity of competent jurisdiction or (iv) as may be consented agreed to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the Company shall not, will not and shall not permit will cause its Subsidiaries not to: