Common use of Conduct of Business of Seller Clause in Contracts

Conduct of Business of Seller. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, subject to the limitations set forth herein, Seller shall, and Seller Parent shall cause Seller to, in each case except to the extent that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on the Business in the Ordinary Course of Business in all material respects, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, subject to the limitations set forth hereinClosing Date, Seller shall, and Seller Parent shall cause Seller to, in each case agrees (except to the extent that Purchaser Buyer shall otherwise consent in writing), which consent may not be unreasonably withheld, conditioned or delayed, to carry on the Business its business in the Ordinary Course of Business usual, regular and ordinary course in all material respectssubstantially the same manner as heretofore conducted, to pay its debts and Taxes when due, maintain insurance against loss or damage to the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements Assets and Seller Permits in all material respects, and pay its Liabilities and Taxes such other insurance with respect to the Property Assets as heretofore been maintained, to pay or perform other obligations when due (subject due, and, to good faith disputes over the extent consistent with such Liabilities or Taxes) and business, use all commercially reasonable efforts consistent with past practices practice and policies to preserve intact its Seller's present business organizationorganizations, keep available the services of its present officers and key employees and preserve its their relationships with customers, employees, suppliers, distributors, licensors, licensees, and others having business dealings with it it, all with the goal of preserving unimpaired the Assets, including without limitation, Seller's goodwill and the Business at the Closing Date. Seller shall promptly notify Buyer of any event or occurrence or emergency not in all material respectsthe ordinary course of business of Seller, and any event which could have a Material Adverse Effect. Without limiting the generality of the foregoing, except Except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereofAgreement, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the ClosingSeller shall not, without the prior written consent of Purchaser Buyer (which consent shall not be unreasonably given, or reasonably withheld, conditioned or delayedin the cases of clauses (f), Seller agrees that it shall not(g) and (h) below, and Seller Parent agrees that it shall cause Seller not to:within one business day after receipt of written request therefor):

Conduct of Business of Seller. During the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, subject to the limitations set forth herein, upon their execution and delivery of the Joinder, Seller shall, and Seller Parent shall cause Seller to, in each case except to the extent that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on the Business in the Ordinary Course of Business in all material respects, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closing, without the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. (a) During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to Section 9.1 hereof or the Closing, subject to the limitations set forth hereinbelow and subject to Section 7.24, Seller shall, and Seller with respect to the Purchased Assets only, Parent shall and shall cause Seller to, Parent’s other subsidiaries to (in each case case, except as otherwise contemplated by this Agreement, required by applicable Law, or to the extent that Purchaser Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned delayed or delayedconditioned), carry on the Business its business in the Ordinary Course of Business usual, regular and ordinary course in all material respectssubstantially the same manner as previously conducted, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and to pay its Liabilities debts and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and debts), and, to the extent consistent with the operation of the Purchased Assets in the Ordinary Course of Business, use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, suppliers and distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement Agreement, required by applicable Law or as disclosed in Schedule on Section 7.1 hereofof the Seller Disclosure Letter, and subject to Section 7.24, during the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to Section 9.1 hereof or the Closing, without the written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), Seller agrees and Parent agree, only as it relates to the Purchased Assets, that it they shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. During the period from Pre-Closing Period, Seller shall use commercially reasonable efforts, except as otherwise required, authorized or restricted pursuant to the Effective Date and continuing until the earlier Bankruptcy Code or an Order of the termination of this Agreement and the ClosingBankruptcy Court, subject to the limitations set forth herein, Seller shall, and Seller Parent shall cause Seller to, in each case except to the extent that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on operate the Business in the Ordinary Course of Business (among other things, Seller will not incur unreasonable liabilities, including, without limitation, inappropriate increases in all material respects, maintain the Property in a state Inventory or factoring of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and accounts receivable). Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and shall use all commercially reasonable efforts consistent with past practices and policies to (A) preserve intact its present business organizationorganizations, (B) maintain the Business and the Purchased Assets (normal wear and tear excepted), (C) keep available the services of its present officers and key employees and preserve its Employees, (D) maintain satisfactory relationships with customerslicensors, employeeslicensees, suppliers, contractors, distributors, consultants, customers, vendors and others having business dealings relationships with it Seller in connection with the operation of the Business (other than payment of pre-petition claims), (E) pay all of its post-petition obligations in the Ordinary Course of Business, and (F) continue to operate the Business and Purchased Assets in all material respectsrespects in compliance with all Laws applicable to the Business and Seller consistent with past practice. Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement Agreement, or as disclosed in Schedule 7.1 hereof(ii) required, during authorized or restricted pursuant to the period from the Effective Date and continuing until the earlier Bankruptcy Code or an Order of the termination of this Agreement and Bankruptcy Court, on or prior to the ClosingClosing Date, Seller may not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheldPurchaser, conditioned take any of the following actions with respect to the Business or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not tothe Purchased Assets:

Conduct of Business of Seller. (a) During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, subject to the limitations set forth hereinbelow, Seller shall, and Seller Parent shall cause Seller to, in each case (except to the extent that Purchaser Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned withheld or delayed), carry on the Business its business in the Ordinary Course of Business in all material respectsBusiness, maintain the Property Purchased Assets in good working order and condition and in a state of repair consistent with the Ordinary Course of Business in all material respectsand the state of repair and condition on the date hereof, ordinary wear and tear excepted, comply with all applicable Legal Requirements Laws and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) ), and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respectsit. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule on Section 7.1 hereofof the Seller Disclosure Letter, during the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, without the written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. (a) During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, subject to the limitations set forth hereinbelow, Seller shall, and Seller Parent shall cause Seller to, in each case (except to the extent that Purchaser Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld), conditioned or delayedwith respect to the Purchased Assets only, carry on the Business its business in the Ordinary Course of Business usual, regular and ordinary course in all material respectssubstantially the same manner as previously conducted, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and to pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities debts or Taxes) and ), and, to the extent consistent with the operation of the Purchased Assets in the Ordinary Course of Business, use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respectsit. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule on Section 7.1 hereofof the Seller Disclosure Letter, during the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, without the written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees agrees, only as it relates to the Purchased Assets, that it shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. During Except as otherwise contemplated by the period terms of this Agreement, from the Effective Date and continuing date hereof until the earlier of the termination of this Agreement and the Closing, subject to Seller will: (a) conduct its business only in the limitations set forth hereinordinary course and in substantially the same manner disclosed on Schedule 4.2.1.; (b) maintain and keep its properties and equipment in good repair, Seller shallworking order and condition, except for ordinary wear and Seller Parent shall cause Seller totear; (c) keep in full force and effect, in each case except to the extent commercially reasonable, insurance comparable in amount and scope of coverage to that Purchaser shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned or delayed, carry on the Business in the Ordinary Course of Business now maintained; (d) perform in all material respects, maintain the Property in a state respects all of repair consistent with the Ordinary Course of Business in its obligations under all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due Contracts; (subject to good faith disputes over such Liabilities or Taxese) and use all commercially reasonable efforts consistent with past its normal business practices to maintain and policies to preserve intact its present business organization, keep available the services of retain its present officers and key employees and preserve maintain its relationships with suppliers and customers, employeesand Buyer agrees not to cause Seller to terminate any of its employees prior to the Closing Date, suppliers, distributors, except for any terminations that are consistent with its normal business practices; (f) maintain its books of account and others having business dealings with it records in the usual and regular manner; (g) comply in all material respects. Without limiting respects with all laws and regulations applicable to it and to the generality conduct of its business; (h) not make any distribution, dividend or advance to any Affiliate, or repurchase or redeem any shares of its capital stock, or make any capital contribution to or purchase the foregoingsecurities of a subsidiary, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the Closingotherwise voluntarily change its capital structure, without the prior written consent of Purchaser Buyer, (which i) use reasonable efforts to maintain and protect Seller's material Proprietary Rights; and (j) not make any change in any Benefit Plan except as contemplated herein or as previously disclosed in writing to Buyer, or, except in a manner consistent with past practice, make any change in any compensation to officers, directors or employees, or, without the prior written consent shall not be unreasonably withheldof Buyer, conditioned or delayed), Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not to:adopt any new Benefit Plan.

Conduct of Business of Seller. During the period from the Effective Date date of ----------------------------- this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, subject to the limitations set forth herein, Seller shall, and Seller Parent shall cause Seller to, in each case Sellers agree (except to the extent that Purchaser Buyer shall otherwise consent in writing), which consent may not be unreasonably withheld, conditioned or delayed, to carry on the Business in the Ordinary Course usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of Business in all material respectsthe Sellers when due, maintain to pay or perform other obligations when due, and, to the Property in a state of repair extent consistent with the Ordinary Course of Business in all material respectsBusiness, comply with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) and use all commercially their reasonable best efforts consistent with past practices practice and policies to preserve intact its the Sellers' present business organization, organizations and keep available the services of its present officers and key employees the Retained Employees and preserve its Sellers' relationships with customers, employees, suppliers, distributorslicensors and licensees of, and others having business dealings with, the Business, all with it in all material respectsthe goal of preserving unimpaired the Acquired Assets and the Business. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereof, during During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, without the Sellers shall promptly notify Buyer of any event or occurrence or emergency not in the Ordinary Course of Business of Sellers involving the Business or the Acquired Assets, and any event which has had or could have a Material Adverse Effect on the Business or the Acquired Assets. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as expressly contemplated by this Agreement as set forth in Schedule 5.1, or with the prior written consent of Purchaser (which consent shall not be unreasonably withheldBuyer, conditioned neither Seller will ------------ with respect to the Business or delayed)the Acquired Assets, Seller agrees that it shall not, and Seller Parent agrees that it shall cause Seller not toif such action would have a Material Adverse Effect on the Acquired Assets or would prevent consummation of the transactions contemplated hereby:

Conduct of Business of Seller. 6.1.1 During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to Section 8.1 hereof or the Closing, subject to the limitations set forth hereinbelow, Seller shall, and with respect to the Purchased Assets and Assumed Liabilities only, Seller Parent shall and shall cause Seller to, Parent’s other subsidiaries to (in each case case, except as otherwise contemplated by this Agreement or required by applicable Law, or to the extent that Purchaser Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld, conditioned delayed or delayed, conditioned) (i) carry on the Business its business in the Ordinary Course usual, regular and ordinary course in substantially the same manner as previously conducted during the 12-month period preceding the date of Business in all material respectsthis Agreement, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and (ii) pay its Liabilities debts and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or debts and Taxes) and (iii) to the extent consistent with the operation of the Purchased Assets in the Ordinary Course of Business, use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, suppliers and distributors, and others having business dealings with it in all material respects. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement Agreement, required by applicable Law or as disclosed in Schedule 7.1 hereofon Section 6.1 of the Seller Disclosure Letter, during the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and pursuant to Section 8.1 hereof or the Closing, without the written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), Seller agrees that it shall not, and Seller Parent agrees agree, only with respect to the Purchased Assets, that it they shall cause Seller not tonot:

Conduct of Business of Seller. During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, subject to the limitations set forth hereinbelow, Seller shall, and Seller Parent shall cause Seller to, in each case agrees (except to the extent contemplated by this Agreement or to the extent that Purchaser Buyer shall otherwise consent in writing, which such consent may not to be unreasonably withheld, conditioned or delayed, ) to carry on the Business business of the Company and the Company Subsidiary in the Ordinary Course of Business in all material respectsBusiness, maintain the Property in a state of repair consistent with the Ordinary Course of Business in all material respects, comply with all applicable Legal Requirements and Seller Permits in all material respects, and to pay its Liabilities debts and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities debts or Taxes) ), to continue to make maintenance capital expenditures in the Ordinary Course of Business and consistent with the Cap Ex Plan (as defined below), to market and promote the Property in the Ordinary Course of Business, and, to the extent consistent with the operation of the Property in the Ordinary Course of Business, use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, employees, suppliers, distributors, and others having business dealings with it in all material respectsit. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereofon Section 4.1 of the Seller Disclosure Letter, during the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the Closing, without the written consent of Purchaser Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller agrees that it the Company and the Company Subsidiary shall not, and Seller Parent agrees that it shall cause Seller not to:

Conduct of Business of Seller. During the period from the Effective Date date of this Agreement and continuing until the earlier of the termination of this Agreement and or the ClosingClosing Date, subject Seller agrees, with respect to the limitations set forth herein, Seller shall, and Seller Parent shall cause Seller to, in each case operation of the Product Line (except to the extent that Purchaser Buyer shall otherwise consent in writing, which consent may shall not be unreasonably withheld), conditioned or delayed, to carry on the Business in substantially the Ordinary Course same manner as conducted immediately prior to the date of Business in this Agreement, and continue to pay its debts and taxes when due, to pay or perform other obligations when due, and use reasonable efforts to preserve intact the NetLOCK's Assets and Equipment that are being acquired pursuant to this Agreement, all material respects, maintain the Property in a state of repair consistent relationships with the Ordinary Course of Business in all material respects, comply third parties that have existing written or oral agreements with all applicable Legal Requirements and Seller Permits in all material respects, and pay its Liabilities and Taxes with respect to the Property when due (subject to good faith disputes over such Liabilities or Taxes) NetLOCK Product Line, and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its NetLOCK's present officers and key employees and preserve its relationships with customers, employees, supplierssubject to the distribution of layoff notices to all such employees by Seller on September 2, distributors1997. Seller shall promptly notify Buyer of any event or occurrence or emergency not in the ordinary course of business of Seller, and others having business dealings with it in all material respectsany event which could have a Material Adverse Effect. Without limiting the generality of the foregoing, except Except as expressly contemplated by this Agreement or as disclosed in Schedule 7.1 hereofAgreement, during the period from the Effective Date and continuing until the earlier of the termination of this Agreement and the ClosingSeller shall not, without the prior written consent of Purchaser Buyer (which consent shall not be unreasonably withheldgiven, conditioned or delayed)reasonably withheld within two (2) business days after receipt of written request therefor and in the event that Buyer fails to respond at the end of the second business day, Seller agrees that it such lack of response shall not, be deemed to be a consent) and Seller Parent agrees that it shall cause Seller not tonotwithstanding the foregoing: