Operating Covenants of the Company and Certain Covenants of Parent and Merger Sub. (a) Conduct of Business of the Company. From the date hereof until the Effective Time, except (x) as expressly required or expressly contemplated by this Agreement or (y) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company will use its reasonable best efforts to, and will cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve intact its business organization and goodwill and relationships with material customers, suppliers, licensors, licensees, distributors and other third parties and operate its business in accordance with applicable Law. In addition to and without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (1) as expressly required or expressly contemplated by this Agreement, (2) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to clauses (ii), (iii), (iv), (vi), (viii), (ix) and (xi)) or (3) as set forth in Section 5.1(a) of the Company Disclosure Letter:
Operating Covenants of the Company and Certain Covenants of Parent and Merger Sub
