Common use of Preclosing Covenants Clause in Contracts

Preclosing Covenants. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, the Shareholders agree (except to the extent expressly contemplated by or disclosed elsewhere in this Agreement and consented to in writing by PPD and PPD Parent) to cause MRLB to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes; to use reasonable efforts consistent with past practice to preserve intact its present business; to use reasonable efforts consistent with past practice to keep available the services of its present officers and key employees; and to use reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. The Shareholders agree to promptly notify PPD and PPD Parent of any event or occurrence after the date of this Agreement of which they are aware which could have a Material Adverse Effect. Without limiting the foregoing, and except as expressly contemplated by or disclosed elsewhere in this Agreement, in Section 5.1 of the Disclosure Schedule or as otherwise set ----------- forth below, from the date of this Agreement and continuing until the earlier of the termination of this Agreement as provided in Article 10 or the Closing Date, ---------- the Shareholders jointly and severally covenant with PPD and PPD Parent that between the date hereof and the Closing they shall:

Preclosing Covenants. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing DateEffective Time, the Shareholders agree MRL agrees (except to the extent expressly contemplated by or disclosed elsewhere in this Agreement and consented to in writing by PPD and PPD ParentSubsidiary) to cause MRLB to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes; to use reasonable efforts consistent with past practice to preserve intact its present business; to use reasonable efforts consistent with past practice to keep available the services of its present officers and key employees; and to use reasonable efforts consistent with past practice to preserve its relationships with customers, suppliers, distributors, licensors, licensees licensees, and others having business dealings with it. The Shareholders agree MRL agrees to promptly notify PPD and PPD Parent of any event or occurrence after the date of this Agreement of which they are MRL is aware which could have a Material Adverse Effect. Without limiting the foregoing, and except as expressly contemplated by or disclosed elsewhere in this Agreement, in Section 5.1 of the Disclosure Schedule ----------- or as otherwise set ----------- forth below, from the date of this Agreement and continuing until the earlier of the termination of this Agreement as provided in Article 10 ---------- or the Closing Date, ---------- MRL and the Shareholders jointly and severally covenant with PPD and PPD Parent Subsidiary that between the date hereof and the Closing they shall: