COVENANTS

Section 5.01.          Conduct of Business of the Company.  Except as contemplated by this Agreement (including, without limitation, the activities expressly permitted by this Section 5.01), by Section 5.01 of the Company Disclosure Schedule, as required by law or with the prior written consent of Parent, during the period from the date of this Agreement to the earlier of (x) such time as this Agreement is terminated in accordance with Section 7.01, and (y) the Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations only in the ordinary course of business, (ii) use its commercially reasonable efforts to preserve intact the business or organization of the Company and each of its Subsidiaries, taken as a whole, and to keep available the services of its and their present officers and key employees, generally, and (iii) use its commercially reasonable efforts to preserve the goodwill of those having material business relationships with it. Without limiting the generality of the foregoing and except as otherwise contemplated by this Agreement or as set forth in Section 5.01 of the Company Disclosure Schedule, the Company will not, and will not permit any of its Subsidiaries to, prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7.01, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed):

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