Common use of Covenants of the Company and the Shareholders Clause in Contracts

Covenants of the Company and the Shareholders. During the period from the date hereof through the Closing Date, the Company agrees, and each Shareholder agrees to cause the Company, to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon the Company with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use the Company's reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use the Company's reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchaser orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Company and the Shareholders. During --------------------------------------------- the period from commencing on the date hereof and continuing through the Closing Date, the Company agrees, and each Shareholder agrees to cause the Company, to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon the Company it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates in connection therewith or herewith; (b) use the Company's its reasonable best efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use the Company's its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchaser Buyer orally and, within three (3) business days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Company and the Shareholders. During --------------------------------------------- the period from commencing on the date hereof and continuing through the Closing Date, the Company agrees, and each Shareholder agrees to cause the Company, to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon the Company it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates in connection therewith or herewith; (b) use the Company's its reasonable best commercial efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use the Company's its reasonable best commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchaser Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Company and the Shareholders. During 5.1 Conduct of the period from Company's Business. From and after the date hereof through and prior to the Closing DateClosing, the Company agreeswill conduct, and each Shareholder agrees to the Shareholders will cause the CompanyCompany to conduct, its business and affairs only in the ordinary course, consistent in all material respects with prior practice. Without limiting the generality of the foregoing, prior to the Closing, the Company will not, and the Shareholders will cause the Company not to, without Parent's prior written approval or except as expressly provided for in this Agreement: (a) comply promptly change its certificate or articles of incorporation or bylaws or merge or consolidate or obligate itself to do so with all requirements that applicable Legal Requirements may impose upon the Company with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with or into any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewithother entity; (b) use the Company's reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) enter into any consentcontract, authorization agreement, commitment or approval of, other understanding or exemption by, any Person required arrangement of a type which would have to be obtained or made by such Shareholder set forth in connection with Part 2.10(a) of the transactions contemplated by this Agreement;Disclosure Schedule hereof; or (c) use pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Company's reasonable best efforts payment, discharge or satisfaction in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the Company Financial Statements (or the notes thereto), provided that in no event shall the Company repay any long-term indebtedness except to bring about the satisfaction extent required by the terms thereof; or (d) declare or pay any dividend or distribution on any of its shares of capital stock; or (e) perform, take any action or incur or permit to exist any acts, transactions, events or occurrences of the conditions precedent to Closing type described in clauses (c) through (q) of Section 2.5 hereto which would have been inconsistent with the representations and warranties set forth in Section 8.1 2.5 had the same occurred after the close of this Agreement; (d) promptly advise Purchaser orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser the Interim Statement Date and prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretodate hereof. The Company and the Shareholders agree to use their best efforts consistent with past practice and policies to preserve intact the Company's present business organizations, or any omission to state any material fact required to make keep available the statements herein or therein contained complete services of its present officers and not misleadingkey employees and preserve its relationships with customers, promptly upon the discovery of such untrue statement or omissionsuppliers and others having business dealings with it, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementend that its goodwill and ongoing businesses shall be unimpaired at the Effective Time.