Common use of Operation of Parent’s Business Clause in Contracts

Operation of Parent’s Business. (a) During the Pre-Closing Period: (i) Parent shall conduct its business and operations in the ordinary course and in accordance with past practices and; (ii) Parent shall use all commercially reasonable efforts to preserve intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with it. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent in this Agreement; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on Parent. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to Parent. No notification given to the Company pursuant to this Section 4.4(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.

Operation of Parent’s Business. (a) During Except as set forth on Section 4.2 of the Parent Disclosure Schedule, during the Pre-Closing Period: (i) Parent shall conduct its business and operations operations: (A) in the ordinary course Ordinary Course of Business and in accordance conformance in all material respects with past practices the mutually agreed upon budget made available to the Company prior to the date hereof, provided that Parent shall be considered to be in conformity with such budget as long as its spending is for one of the purposes identified in such budget and the aggregate spending does not exceed, (1) for the period starting as of the date hereof and ending June 30, 2014, the total operating expense amount ($1,664,000) identified in the budget for such period and, (2) for the period starting as of the date hereof and ending July 31, 2014, the total operating expense amount ($2,445,000) identified in the budget for such period; and (1) in compliance with all applicable Laws and the requirements of all Contracts that constitute Parent Material Contracts and (2) in material compliance with the Parent Material Contracts executed in connection with the Parent PIPE Financing (other than as would not result in a Parent Material Adverse Effect); and (ii) Parent shall use all commercially reasonable efforts promptly notify the Company of: (A) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Contemplated Transactions; and (B) any Legal Proceeding against, relating to, involving or otherwise affecting Parent that is commenced, or, to preserve intact its current business organizationthe Knowledge of Parent, keeps available threatened against, Parent after the services date of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with itthis Agreement. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing Company, by delivering an updated Parent Disclosure Schedule, of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; Agreement and that causes a Parent Material Adverse Effect (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if and that causes a Parent Material Adverse Effect, if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent in this AgreementParent; and (iv) any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6 or 6, Section 7 and Section 8 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on Parentmaterially less likely. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any Legal Proceeding or material material, written claim threatened, commenced or asserted against or threatened with respect to Parent. No notification given to the Company pursuant to this Section 4.4(b4.2(b) shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this AgreementAgreement or the Parent Disclosure Schedule for purposes of Section 8.1.

Operation of Parent’s Business. (a) During Except as set forth on Section ‎5.2(a) of the Parent Disclosure Letter, during the Pre-Closing Period, each of Parent and its Subsidiaries shall: (i) Parent shall conduct its business and operations operations: (A) in the ordinary course of business and in accordance with past practices andpractices; and (B) in compliance with all applicable Laws and the requirements of all Parent Material Agreements; (ii) Parent shall use all commercially reasonable efforts to preserve intact its current business organization, keeps use reasonable efforts to keep available the services of its current key employees, officers and other employees and maintains maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with itParent or its Subsidiaries; (iii) continue to make regularly scheduled payments on its existing debt when due and payable (and not make any prepayments), if any; (iv) continue to pay outstanding accounts payable and other current Liabilities (including payroll) when due and payable, and (v) promptly notify Company of: (A) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated hereunder; and (B) any Legal Action against, relating to, involving or otherwise affecting Parent or any of its Subsidiaries that is commenced, or, to the Knowledge of Parent, threatened against, Parent or any of its Subsidiaries. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing writing, by delivery of an updated Parent Disclosure Letter, of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent in this AgreementParent; and (iv) any event, condition, fact or circumstance that would could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6 Article VI or Section 7 Article VII impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on Parentmaterially less likely. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any Legal Proceeding Action or material material, written claim threatenedthreatened in writing, commenced or asserted against or with respect to Parent. No notification given to, or otherwise affecting, Parent or any of its Subsidiaries or, to the Company Knowledge of Parent, any director, officer or key employee of Parent or any of its Subsidiaries. The disclosure of any event, condition, fact or circumstance that is required to be disclosed pursuant to this Section 4.4(b) ‎5.2 shall limit not be deemed to supplement or otherwise affect amend the Parent Disclosure Letter or any of the representations, warranties, covenants representations or obligations warranties of the Parent contained for the purpose of: (i) determining the accuracy of any of the representations and warranties made by Parent in this AgreementAgreement or in any certificate or other Transaction Document, or (ii) determining whether any condition to Closing set forth in ‎Article VI or ‎Article VII has been satisfied.

Operation of Parent’s Business. (a) During Except as set forth on Part 4.2 of the Parent Disclosure Schedule, during the Pre-Closing Period: (i) Parent shall conduct its business and operations operations: (A) in the ordinary course Ordinary Course of Business; and (B) in accordance compliance with past practices andall applicable Legal Requirements and the requirements of all Contracts that constitute Parent Material Contracts; and (ii) Parent shall use all commercially reasonable efforts promptly notify the Company of: (A) any written notice or other written communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; (B) any Legal Proceeding against, relating to, involving or otherwise affecting Parent or any Subsidiary of Parent that is commenced, or, to preserve intact its current business organizationthe Knowledge of Parent, keeps available threatened in writing against, Parent, any Subsidiary of Parent or (to the services Knowledge of its current officers Parent) any director, officer or Key Employee of Parent or any Subsidiary of Parent after the date of the Merger Agreement; and employees and maintains its relations and goodwill with all suppliers(C) any written notice or other written communication from any Person alleging that any payment or other obligation is or will be owed to such party at any time before or after the date of this Agreement, customers, landlords, creditors, licensors, licensees, employees and except for invoices or other Persons having business relationships with itcommunications related to Contracts or dealings in the Ordinary Course of Business. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing writing, by delivering an updated Parent Disclosure Schedule, of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred occurred, arose or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, ; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent in this AgreementParent; and (iv) any event, condition, fact or circumstance that would could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 Article VI, Article VII and Article VIII impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on Parent. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to Parentmaterially less likely. No notification given to the Company pursuant to this Section 4.4(b4.2(b) shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this AgreementAgreement or the Parent Disclosure Schedule for purposes of Section 8.1.

Operation of Parent’s Business. (a) During the Pre-Closing Period, Parent shall, and shall cause the respective Representatives of Parent to: (ia) Parent shall conduct its business provide the Company and operations in the ordinary course Company's Representatives with reasonable access to Parents' Representatives, personnel and in accordance with past practices and; (ii) Parent shall use assets and to all commercially reasonable efforts to preserve intact its current business organizationexisting books, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliersrecords, customersTax Returns, landlords, creditors, licensors, licensees, employees work papers and other Persons having business relationships with it. documents and information relating to Parent; and (b) provide the Company and the Company's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. During the Pre-Closing Period, Parent shall promptly notify the Company in writing of: (i) the discovery by Parent of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent in this AgreementParent; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on Parent. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to Parentit. No notification given to the Company pursuant to this Section 4.4(b5.16(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.. During the Pre-Closing Period, Parent shall not amend or permit the adoption of any amendment to its certificate of incorporation or bylaws if such amendment materially adversely affects the rights of the stockholders of the Company. Conditions Precedent To Obligations Of Parent And Merger Sub The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: