Conduct of Seller Pending the Closing. Seller shall not, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, do or agree to do any of the following without the prior written consent of Buyer:
(a) take or fail to take, or agree to take or fail to take, any action which would make any representation or warranty made by Seller herein untrue or incorrect in any material respect;
(b) sell, lease, license, encumber, transfer or otherwise dispose of any Purchased Assets; and
(c) agree to do any of the foregoing.
Conduct of Seller Pending the Closing. Seller hereby covenants and agrees that from the date hereof to the Closing Date:
Conduct of Seller Pending the Closing. From the date hereof until the Closing, except as otherwise approved in writing by Buyer:
Conduct of Seller Pending the Closing. Prior to the Closing, except as contemplated by this Agreement, Seller shall:
(a) conduct its business in the usual, regular and ordinary course consistent with Past Practice and with the representations and warranties made in Section 2.1, including Section 2.1(g); and
(b) use commercially reasonable efforts to maintain and preserve its business organization and relationships with customers, suppliers, distributors, agents and others having business dealings with it and retain the services of its officers and employees.
Conduct of Seller Pending the Closing. 6 Section 4.2 Notification of Certain Events. 6 ARTICLE V COVENANTS OF BUYER 7 Section 5.1 Representations and Warranties. 7 Section 5.2 Notification of Certain Events. 7 ARTICLE VI ADDITIONAL AGREEMENTS OF THE PARTIES 7 Section 6.1 Commercially Reasonable Efforts. 7 Section 6.2 Public Announcements. 8 Section 6.3 Amendment of Trademark Coexistence Agreement. 8
Conduct of Seller Pending the Closing. 5 4.1 Conduct of Servicing Business Pending the Closing..................5 4.2 Servicing Business Relationships...................................5 4.3
Conduct of Seller Pending the Closing. 22 4.1 Conduct of Business Pending the Closing 22 4.2 Business Relationships 23 83 4.3 Access to Information 23 4.4 Tax on Prior Sales 24 4.5 Notification of Certain Matters 24 4.6 Transfer of Permits 24 4.7 Closing 24 ARTICLE 5 ADDITIONAL AGREEMENTS 24 5.1 Employment 24 5.2 Expenses 25 5.3 No Negotiations 25 5.4 Public Announcements 25 5.5 Confidentiality 25 5.6 Books and Records 26 5.7 H-S-R Act 26 5.8 Additional Agreements 26
Conduct of Seller Pending the Closing. Section 5.1 of the Master Agreement is incorporated herein by reference as applicable; provided that all references to "Buyers" will be read as the Buyer named in this Agreement. In addition, Seller hereby covenants and agrees that from the date hereof to the Closing Date:
Conduct of Seller Pending the Closing. Seller and MK hereby covenant and agree that from the date hereof to the Closing Date, unless Purchaser shall otherwise agree in writing or except as otherwise expressly contemplated or permitted by this Agreement:
Conduct of Seller Pending the Closing
