COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER. 5.1 Interim Covenants of the Company
COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER. 5.1 Covenants of the Company Regarding the Conduct of Business The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) as set out in Schedule 5.1 of the Company Disclosure Letter; (b) as required or permitted by or arising out of this Agreement; (c) as required by applicable Law or by a Governmental Entity; or (d) with the prior written consent of the Purchaser (which consent shall not be unreasonably delayed, and in respect of Section 5.1(f), Section 5.1(g), Section 5.1(h), Section 5.1(i), Section 5.1(j), Section 5.1(n) or Section 5.1(q), which consent shall not be unreasonably withheld, conditioned or delayed, and in any event, the Purchaser shall respond within five business days of any request for consent), the Company shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice, and shall use its commercially reasonable efforts to maintain its business organization and goodwill and assets to keep available the services of its employees and to maintain satisfactory relationships with others having business relationships with the Company, to comply in all material respects with the terms of all Material Contracts and with applicable Laws and not make any material change in its business, assets, liabilities, operations, capital or affairs. Without limiting the generality of the foregoing, during such above-mentioned time period and subject to such above-mentioned exceptions, the Company shall not, nor shall it permit any of its subsidiaries to directly or indirectly:
COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER. 18 5.1 Covenants of the Company Regarding the Conduct of Business 18 5.2 Covenants of the Company Regarding the Performance of Obligations 20 5.3 Certain Covenants of the Parent 21 5.4 Mutual Covenants 22 5.5 Public Communications 24 (continued) Page Article VI CONDITIONS 25 6.1 Mutual Conditions Precedent 25 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser 25 6.3 Additional Conditions Precedent to the Obligations of the Company 26 6.4 Satisfaction of Conditions 27 Article VII ADDITIONAL AGREEMENTS 27
COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER. 5.1 Covenants of the Company Regarding the Conduct of Business The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) as required or permitted by or arising out of this Agreement; (b) as required by applicable Law or by a Governmental Entity; or (c) with the prior written consent of the Purchaser (which consent shall not be unreasonably delayed, and in respect of Section 5.1(f), Section 5.1(h), Section 5.1(i), Section 5.1(j), Section 5.1(k), Section 5.1(o) or Section 5.1(r), which consent shall not be unreasonably withheld, conditioned or delayed, and in any event, the Purchaser shall respond within five business days of any request for consent), the Company shall, and shall cause the Subsidiary to, conduct its business in the Ordinary Course of Business and not make any material change in its business, assets, liabilities, operations, capital or affairs. Without limiting the generality of the foregoing, during such above-mentioned time period and subject to such above-mentioned exceptions, the Company shall not, nor shall it permit the Subsidiary to directly or indirectly:
COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER
