Common use of Affirmative Covenants of the Company Clause in Contracts

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, the Company shall, and shall cause each Company Subsidiary to: (a) operate its business in the usual and ordinary course consistent with past practices; (b) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective officers and employees and maintain its relationship with its respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all Tax Returns required to be filed in a timely manner, and in a manner consistent with past practices and applicable laws and regulations; (f) timely file with the SEC all reports required to be filed under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses and in all material respects with all applicable laws, rules and regulations; (h) use reasonable efforts consistent with prudent business practices and the past practices of the Company to cause the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereof; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the status of the Company Intellectual Property.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective TimeClosing Date, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, the Company shall, and shall cause each Company Subsidiary to: , (a) operate its business in the usual and ordinary course consistent with past practices; (b) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationship with its respective customers, principal customers and suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all Tax Returns tax returns required to be filed in a timely manner, and in a manner consistent with past practices prior years and applicable laws and regulations; (f) timely file with the SEC Commission all reports required to be filed under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses licenses, the Communications Act and the FCC rules and policies and in all material respects with all other applicable laws, rules and regulations; (h) use its commercially reasonable efforts consistent with prudent business practices and to maintain each Key Company Permit in effect until the past practices applicable construction projects are complete except where (x) the loss of such Key Company Permit or pending Key Application would not, individually or in the aggregate, have a Company to cause Material Adverse Effect or (y) the cash reserves calculated pursuant to maintenance of any such Company Permit would require an expenditure which would be in violation Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time6.2(e); (i) provide Acquiror with copies of all filings use its commercially reasonable efforts to enforce its rights to have the transmissions to and correspondence with any Governmental Entities with respect to from the Company Intellectual Property with a reasonable period for Acquiror to review Satellites and comment on such filings Major Stations be free from interference from other radio communications facilities (existing or correspondence prior proposed), to the filing extent that such interference is prohibited by FCC Rules or sending thereofinconsistent with rights accorded the Company Satellites under the International Telecommunication Union's radio regulations and shall promptly notify Acquiror of any actual or threatened interference; and (j) if requested proceed in the ordinary course of business with all pending applications submitted by Acquirorthe Company or any Company Subsidiary with any Governmental Entity and use its commercially reasonable efforts to ensure that such applications are granted; provided, provide Acquiror with periodic reports regarding however, that in the status event the Company or any of the Company Intellectual PropertySubsidiaries deems it necessary to take certain actions that would otherwise be prohibited by clauses (a)-(j) of this Section 6.1, the Company shall consult with the President and Chief Operating Officer of Acquiror and Acquiror shall consider in good faith the Company's request to take such action and not unreasonably withhold or delay its consent for such action.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to During the period from the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement, unless the prior written consent of Gold Banc shall have been obtained, and which consent will be given or denied within two (2) Business Days of receipt of written request for such consent, and except as otherwise expressly contemplated by this Agreement or consented to in writing by Acquirorherein, the Company shall, and shall cause each Company Subsidiary of the Subsidiaries to: , (ai) operate its business only in the usual usual, regular, and ordinary course course, consistent with past practices, (ii) use all reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises; (biii) use its commercially all reasonable efforts to preserve substantially intact its business organization, maintain its rights the Company's and franchises, retain each of the services of its respective officers and employees and maintain its relationship Subsidiaries' relationships with its respective customers, suppliers, licensorscustomers and employees, licensees(iv) use all reasonable efforts to perform the Company's and the Subsidiaries' obligations under the Contracts and Licenses, distributors (v) comply with all applicable Laws, (vi) maintain as valid and others having business dealings enforceable all policies of insurance as referenced in Section 3.14 hereof, (vii) provide updates to Gold Banc and Acquisition Subsidiary with them with respect to those loans reflected on the intention that its goodwill list previously provided to Gold Banc and ongoing business shall Acquisition Subsidiary as referenced on Schedule 3.25(b) hereto, and (viii) take no action which would be unimpaired at reasonably likely to (a) materially adversely affect the Effective Time; ability of any party to obtain any Consents required for the transactions contemplated hereby, (b) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368(a) of the Code, or (c) use materially adversely affect the ability of any party to perform its commercially reasonable efforts to maintain covenants and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all Tax Returns required to be filed in a timely manner, and in a manner consistent with past practices and applicable laws and regulations; (f) timely file with the SEC all reports required to be filed agreements under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses and in all material respects with all applicable laws, rules and regulations; (h) use reasonable efforts consistent with prudent business practices and the past practices of the Company to cause the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereof; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the status of the Company Intellectual Propertythis Agreement.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless except as set forth in Schedule 6.1 or as otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, the Company shall, and shall cause each Company Subsidiary to: , (a) operate its business in the usual and ordinary course consistent with past practices; (b) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective principal officers and key employees and maintain its relationship with its respective principal customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Timeindependent contractors; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and replace any material item of equipment which shall be worn out, broken, lost, stolen or destroyed, to the extent such equipment would have been replaced in the ordinary course or business consistent with past practices; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintainedmaintained by it; (e) prepare and file all Tax Returns required give Acquiror prompt written notice of the occurrence of any of the following: (i) any labor grievance, strike, or dispute or request for union representation affecting the Company or any Company Subsidiary; (ii) any material violation by the Company or any Company Subsidiary, or written notice from a Governmental Authority of any alleged violation by any of them, of any federal, state or local Law, statute, ordinance, rule or regulation; (iii) any notice to or by any of them of breach, default, claimed default or termination of any Material Contract or Lease; or (iv) any other fact or development which could reasonably be filed expected to result in a timely manner, Company Material Adverse Effect; and in a manner consistent with past practices and applicable laws and regulations; (f) timely file make capital expenditures consistent with the SEC all reports required to be filed under the Exchange Act, which reports 2004 Business Plan (including timely opening new call centers referenced therein); provided, however, that in the unaudited interim financial statements included in such reports) shall comply in all material respects with event the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses and in all material respects with all applicable laws, rules and regulations; (h) use reasonable efforts consistent with prudent business practices and the past practices Company or any of the Company Subsidiaries deems it necessary to cause the cash reserves calculated pursuant to take certain actions that would otherwise be prohibited by clauses (a)-(f) of this Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereof; and (j) if requested by Acquiror6.1, provide Acquiror with periodic reports regarding the status of the Company Intellectual Propertyshall consult with Acquiror and Acquiror shall consider in good faith the Company’s request to take such action and not unreasonably withhold or delay its consent for such action.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior from and including the Execution Date through and including the Closing or earlier termination of this Agreement pursuant to Section 8.1 (the Effective Time“Interim Period”), unless otherwise expressly contemplated under or required by this Agreement or consented to in writing by Acquirorthe Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each Company Subsidiary to: will (a) use commercially reasonable efforts to operate its the business of the Company in the usual Ordinary Course of Business, and ordinary course consistent with past practices; (b) use commercially reasonable efforts to, in all material respects, (i) preserve the present commercial relationships with key Persons with whom the Company does material business, (ii) keep available the services of its current officers and key employees (including the Key Employees), and (iii) keep and maintain the Assets in good repair and normal operating condition (subject to ordinary wear and tear and other than dispositions in the Ordinary Course of Business); provided, however, that (x) the Company may take any actions necessary to ensure that the Company complies with applicable Laws and Contracts (provided that the Company shall use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective officers and employees and maintain its relationship with its respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them consult in good faith with the intention Purchaser prior to taking (or omitting to take) such action to ensure compliance, other than actions taken in the Ordinary Course of Business) and (y) the Company may distribute its Cash to the Seller and to the Seller Owners, provided, that its goodwill the Company will have sufficient Cash as of the Closing Date to satisfy any pending debits (and ongoing business shall be unimpaired at any Company or Seller-initiated debits expected to occur on the Effective Time; Closing Date) out of the Company’s operating account as of the Closing Date (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all Tax Returns required other than obligations to be filed in a timely manner, and in a manner consistent with past practices and applicable laws and regulations; (f) timely file with funded by the SEC all reports required to be filed under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business Purchaser in accordance with Sections 1.1(a) through (e)) (such amount, the terms of its licenses and “Minimum Cash Balance”), provided, that the Minimum Cash Balance shall be included in all material respects with all applicable laws, rules and regulations; (h) use reasonable efforts consistent with prudent business practices and the past practices of the Company to cause the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereof; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the status of the Company Intellectual PropertyEstimated Cash.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by For so long as this Agreement or consented to is in writing by Acquiroreffect, the Company shall, and shall cause each its Subsidiaries (the Company Subsidiary and it Subsidiaries being sometimes collectively referred to herein as the "Acquired Companies"), from the date of this Agreement to the Closing, except as specifically contemplated by this Agreement, to: (a) operate its business and conduct the businesses of the Acquired Companies in the usual and ordinary course of business and consistent with past safe and sound banking practices; (b) preserve intact the Acquired Companies' corporate existence and use its commercially reasonable best efforts to preserve substantially intact its the Acquired Companies' business organization, maintain its rights assets, licenses, permits, authorizations, and franchises, retain the services of its respective officers and employees and maintain its relationship with its respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Timeopportunities; 27 Next Page (c) use its commercially comply with all material contractual obligations applicable to the Acquired Companies' operations; (d) maintain all the Acquired Companies' properties in good repair, order and condition, reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; , and maintain the insurance coverages described in Schedule 3.19 (dwhich shall list all types of property insured by such coverages) use its commercially reasonable efforts or obtain comparable insurance coverages from reputable insurers which, in respect to keep in full force amounts, types and effect risks insured, are consistent with the existing insurance comparable in amount and scope of coverage to that currently maintainedcoverages; (e) prepare in good faith and file all Tax Returns required to be filed in a timely mannermanner (i) cooperate with the Buyer and Transitory Subsidiary in satisfying the conditions in this Agreement, (ii) assist the Buyer and Transitory Subsidiary in a manner consistent with past practices obtaining as promptly as possible all consents, approvals, authorizations and applicable laws rulings, whether regulatory, corporate or otherwise, as are necessary for the Buyer, Transitory Subsidiary or the Company to carry out and regulationsconsummate the transactions contemplated by this Agreement, including all consents, approvals and authorizations required by any agreement or understanding existing at the Closing between the Company and any governmental agency or other third party, (iii) furnish information concerning the Acquired Companies not previously provided to the Buyer required for inclusion in any filings or applications that may be necessary in that regard and (iv) perform all acts and execute and deliver all documents necessary to cause the transactions contemplated by this Agreement to be consummated at the earliest possible date; (f) timely file with the SEC and the OTS all financial statements and other reports required to be so filed under by any of the Exchange ActAcquired Companies and to the extent permitted by applicable law, which reports (including promptly thereafter deliver to the unaudited interim Buyer copies of all financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirementsother reports required to be so filed; (g) operate its business in accordance with the terms of its licenses and use reasonable best efforts to comply in all material respects with all applicable laws, rules laws and regulations; (h) use reasonable efforts consistent promptly notify the Buyer upon obtaining knowledge of any default, event of default or condition with prudent business practices which the passage of time or giving of notice would constitute a default or an event of default under the Company Loan Documents and promptly notify and provide copies to the past practices Buyer of any material written communications concerning the Company Loan Documents; (i) between the date of this Agreement and Closing, promptly give written notice to the Buyer upon obtaining knowledge of any event or fact that would cause any of the representations or warranties of the Company contained in or referred to cause in this Agreement to be untrue or misleading in any material respect; (j) deliver to the Buyer a list (Schedule 5.1(j)), dated as of the Closing, showing (i) the name of each bank or institution where the Acquired Companies have accounts or safe deposit boxes, (ii) the name(s) in which such accounts or boxes areheld and (iii) the name of each person authorized to draw thereon or have access thereto; 28 Next Page (k) deliver to the Buyer a list (Schedule 5.1(k)), dated as of the Effective Time, showing all liabilities and obligations of the Acquired Companies, except those arising in the ordinary course of their respective businesses, incurred since the latest financial statement delivered to Buyer, certified by an officer of Company; (l) shall continue to have contingency plans for cash reserves calculated availability and liquidity sources; (m) promptly notify the Buyer of any material change or material inaccuracies in any data previously given or made available to the Buyer or Transitory Subsidiary pursuant to Section 8.2(f)(ithis Agreement; (n) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the extent permitted by GAAP, the Company and its Subsidiaries shall expense in financial statement presentation prior to the Effective Time all fees, costs and expenses of the Company and its Subsidiaries that have been and are to be incurred by them as a result of the transactions contemplated under this Agreement, so that no such fees, costs and expenses of the Company and its Subsidiaries will become a financial statement expense of the Buyer after the Effective Time; (io) provide Acquiror with copies reasonable access, to the extent that the Company or its Subsidiaries have the right to provide access, during normal business hours to any or all Bank Property (as defined in Section 3.23) so as to enable the Buyer to physically inspect any structure or components of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment structure on such filings Bank Property, including without limitation, surface and subsurface testing and analyses and environmental audits or correspondence prior to the filing assessments that may include soil, groundwater or sending thereofToxic Substances sampling ("Environmental Investigations"); and (jp) if requested by Acquiror, provide Acquiror make adjustments to the Bank's allowance for loan and lease losses in accordance with periodic reports regarding the status of the Company Intellectual Property.GAAP and regulatory requirements. Section 5.2

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior until the earlier of the Closing or the termination of this Agreement, except as set forth on Schedule 4.4 to the Effective TimeCompany Disclosure Schedule, and unless otherwise expressly contemplated by this Agreement or consented to in writing by AcquirorPurchaser, the Company shall, will and shall will cause each Company Subsidiary of its Subsidiaries to: (a) operate its business in the usual and ordinary course consistent with past practicespractices except as contemplated by this Agreement or as provided in or contemplated by the Company Disclosure Schedule; (b) use its commercially all reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective officers and key employees and maintain its relationship relationships with its respective customers, customers and suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time; 23 27 (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good a repair and condition as at present, ordinary wear and tear excepted, and use commercially reasonable efforts to maintain supplies and inventories in quantities consistent with its customary business practices; (d) use its commercially all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained; (e) prepare immediately cease and file all Tax Returns required cause to be filed in a timely mannerterminated any existing activities, and in a manner consistent with past practices and applicable laws and regulations; (f) timely file with the SEC all reports required to be filed under the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and all applicable accounting requirements; (g) operate its business in accordance with the terms of its licenses and in all material respects with all applicable laws, rules and regulations; (h) use reasonable efforts consistent with prudent business practices and the past practices of the Company to cause the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of all filings and correspondence discussions or negotiations with any Governmental Entities parties conducted heretofore with respect to Company Intellectual Property with any Alternative Transaction (as hereinafter defined). For purposes of this Agreement, "Alternative Transaction" shall mean any sale or lease of a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereof; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the status material portion of the Company's assets, merger, consolidation, share exchange, business combination or similar transaction involving the Company Intellectual Property.or any of its Subsidiaries or the acquisition in any manner, directly or indirectly, of a material interest in any voting stock, interests or other securities of, or a material portion of the assets of, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement. SECTION 4.5

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior Prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by AcquirorClosing, the Company shall, and shall cause each Company Subsidiary to: (a) operate a)conduct its business and its operations only in the usual and ordinary course of business consistent with past practicescustom and practice (“Ordinary Course of Business”), including with respect to maintenance of working capital balances, collection of accounts receivable, payment of employee compensation, payment of accounts payable and cash management practices generally; (b) use b)use its commercially reasonable efforts to preserve cause its current insurance (or reinsurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially intact similar premiums are in full force and effect; (c)keep in full force and effect its corporate existence and all rights and franchises relating or pertaining to its business organization, maintain its rights and franchises, retain the services of its respective officers and employees and maintain its relationship with its respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount the existence of, and scope of coverage to that currently maintainedprotect, all Company Intellectual Property; (e) prepare d)use its reasonable efforts to keep its organization and file properties intact in all Tax Returns required to be filed in a timely mannermaterial respects, including its present business operations, physical facilities, working conditions and 23 employees and its present relationships with lessors, licensors, suppliers and customers, and encourage employees to continue their employment with the Company, as applicable, after the Closing; (e)maintain the books, accounts and records of the Company in a manner consistent accordance with past practices custom and applicable laws and regulationspractice as used in the preparation of the Financial Statements; (ff)promptly (once the Company obtains Knowledge thereof) timely file inform Buyer in writing of any breach of the representations and warranties contained in ARTICLE V hereof or any breach of any covenant hereunder by the Company; (g)comply with applicable legal requirements and material contractual obligations applicable to the SEC all reports required to be filed under operations and business of the Exchange Act, which reports (including the unaudited interim financial statements included in such reports) shall comply Company in all material respects with the Exchange Act, the rules and regulations promulgated thereunder and pay all applicable accounting requirementsTaxes when due and payable other than Taxes already being contested in good faith on the date of this Agreement, which contests are set forth on Schedule 4.2(s); (g) operate its business in accordance h)cooperate with Buyer and use reasonable best efforts to cause the terms conditions to Buyer's obligation to close to be satisfied (including the execution and delivery of its licenses all agreements contemplated hereunder to be so executed and in delivered and the making and obtaining of all material respects with all applicable lawsthird party and governmental notices, rules filings, authorizations, approvals, consents, releases and regulationsterminations); (h) use i)provide, and cause its Affiliates, officers, directors, employees, attorneys, accountants and other agents to provide, Buyer and its attorneys, accountants and other agents reasonable efforts consistent with prudent access during normal business practices hours to the Company's directors, officers, personnel, customers, suppliers, consultants, attorneys, accountants and facilities and to business, operational, financial, legal, regulatory, tax, compensation and other data and information concerning the past practices Company and its business; provided that Buyer shall not contact customers or suppliers of the Company to cause without the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following prior consent of the Company, which consent shall not be unreasonably withheld or delayed. Effective Time; (i) provide Acquiror with copies upon the Closing, the Confidentiality Agreement shall terminate without any further action on the part of all filings and correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such filings or correspondence prior to the filing or sending thereofparties hereto; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the status of j)use commercially reasonable efforts to have each [**] that did not execute [**] execute a [**] the Company Intellectual Property.[**] arising under any and all agreements between such [**] and the Company, in form and substance reasonably acceptable to the Company and Buyer. 4.2