Conduct of the Business During the period from the date hereof to the Closing, except as set forth in Section 5.1 of the Seller Disclosure Schedule or as otherwise contemplated by this Agreement or unless Purchaser shall otherwise consent (which consent shall not be unreasonably withheld), Seller shall (x) operate the Business in all material respects in the ordinary course of business consistent with past practice; provided, that, in connection with its upgrade of the System under the Upgrade Commitment Seller may revise existing, and implement and provide new, services, products, promotions and pricing consistent with industry practice or its past practice in upgraded markets outside the Territory and (y) use its commercially reasonable efforts to preserve substantially intact the Conveyed Assets and the Business. Without limiting the generality of the foregoing, from the date of this Agreement to the Closing, except as set forth on Section 5.1 of the Seller Disclosure Schedule or as otherwise contemplated by this Agreement, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), Seller shall not: (i) subject the Conveyed Assets to any Lien, other than Permitted Liens; (ii) sell, transfer, lease, sublease, license or otherwise dispose of material Conveyed Assets, except for the sale, transfer, lease, sublease, license or other disposition of inventory and obsolete equipment in the ordinary course of business; (iii) enter into, terminate or materially amend any material Assumed Contract or fail to perform any material obligations under any Assumed Contract; (iv) materially increase the compensation or benefits provided to any Transferred Employee, except for increases in the ordinary course of business or change the terms of any employment agreement or compensation agreement or any bonus, pension, insurance or other employee benefit plan applicable to any Transferred Employee, except in the ordinary course of business; (v) surrender, revoke or otherwise terminate any material License, except in accordance with Section 5.3 hereof; (vi) engage in any promotions, pricing discounts or other sales or marketing incentives for subscribers or prospective subscribers for the services offered by the Business except for those set forth on Section 5.1 of the Seller Disclosure Schedule and promotions, pricing discounts or other sales or marketing incentives similar thereto; (vii) except as reasonably required by applicable local franchising authorities, launch any new channels (not including any introduction of channels existing in upgraded areas on the date hereof to areas which are subject to the Upgrade Commitment); or (viii) agree, whether in writing or otherwise, to do any of the foregoing set forth in clauses (i) through (vii) above.
Conduct of the Study The Parties shall perform the Study set forth in Protocol No. [ ] dated [ ] (“Protocol”) in accordance with this Agreement, the Protocol and all applicable laws and regulations. The Institution shall follow all guidelines and instructions reasonably provided by Sponsor. [If applicable:] The Principal Investigator has, in addition to his/her Principal Investigator responsibilities, been appointed to coordinate certain activities at a national level as National Coordinating Investigator. It is the duty of the National Coordinating Investigator to obtain all approvals for the Study required pursuant to Norwegian law or regulatory requirements from the relevant Independent Ethics Committee (“IEC”) before commencing the Study. The National Coordinating Investigator shall also, to the extent required pursuant to Norwegian law or regulatory requirements, notify and obtain the consent of the relevant EC of any amendments to the Protocol. Such approvals shall be forwarded to Sponsor as they are obtained.
Conduct of mediation In consultation with the mediator, the parties must determine a location, timetable and procedure for the mediation or, if the parties cannot agree on these matters within 7 Working Days of the appointment of the mediator these matters will be determined by the mediator.