Conduct of Seller Prior to Closing. (a) Except as otherwise expressly contemplated by this Agreement, during the period from the date hereof through the Closing Date, Seller shall conduct the Fund Business in the ordinary course, consistent with past practice, and to the extent consistent therewith (i) use commercially reasonable efforts to maintain the Fund and the Assets and to preserve its current relationships with Fund Investors, customers, employees, suppliers and others having business dealings with it with respect to the Fund Business, (ii) use commercially reasonable efforts to perform and comply with its Material Contracts and to comply with applicable Laws, (iii) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice, and (iv) use commercially reasonable efforts to preserve the goodwill and ongoing operations of the Fund Business.
(b) Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement, during the period from the date hereof through the Closing Date, Seller shall not:
(i) divest, sell, transfer, lease, license, abandon, allow to lapse, mortgage, pledge or otherwise dispose of, or encumber, or agree to divest, sell, transfer, lease, license, abandon, allow to lapse, mortgage, pledge or otherwise dispose of, or encumber, any Assets, other than Permitted Liens;
(ii) maintain the Assets in a condition other than in the same condition as on the date of this Agreement (ordinary wear and tear excepted);
(iii) amend, renew, terminate or waive any Permit or any Material Contract or any provision thereof;
(iv) enter into any new Contract with respect to the Fund or the Assets that would have been a Material Contract if it had existed on the date hereof;
(v) change accounting policies or procedures of the Fund except to the extent required to conform with GAAP;
(vi) settle or compromise any pending or threatened Litigation relating to the Fund or the Assets;
(vii) take any action or omit to take any action which would cause any representation or warranty made by Seller or any Principal in this Agreement or any Ancillary Document to be or become untrue in any material respect (disregarding for these purposes any material adverse effect or materiality (or any correlative term) contained therein); or
(viii) authorize, agree, resolve or consent to any of the foregoing.
Conduct of Seller Prior to Closing. The Seller shall not offer for sale or solicit or entertain offers to purchase its Stock prior to Closing.
Conduct of Seller Prior to Closing. From the date hereof and until the Closing Date, Seller shall:
(a) not purchase, sell, lease, transfer or dispose of any of the Assets;
(b) use its best efforts to preserve Seller's present organization and goodwill intact, including the present business relationships and goodwill with customers, suppliers, and others having dealings with the Business;
(c) pay all costs, expenses, liabilities, and capital expenditures of Seller relating to the Business in the ordinary course when due other than the Assumed Liabilities; and
(d) provide Buyer and its employees, counsel, accountants, and advisors with full access upon reasonable notice during normal business hours to all of the properties, personnel, financial and operating data, books, contracts, and records of Seller relating to the Assets in connection with reviewing Seller and its operations, provide such further access and information as Buyer may reasonably request from time to time, and in general to cooperate fully with Buyer and to assist Buyer in its review and investigation of the Business and the Assets.
Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall conduct the Business in the ordinary course and in accordance with past practice and shall not take any action inconsistent therewith, except as otherwise permitted by this Agreement or consented to by Buyer in writing. Without limiting the generality of the foregoing, Seller shall: (i) keep full and complete Books and Records (it being understood that Parent or Seller may begin the process of relocating Books and Records other than Purchased Books and Records); (ii) maintain in full force and effect the insurance policies heretofore maintained on the Purchased Assets (or policies providing substantially the same coverage); (iii) take such commercially reasonable action as may be necessary to preserve the Purchased Assets in good condition, normal wear and tear excepted; (iv) promptly advise Buyer in writing of any loss or threatened loss of a material vendor or customer of the Business or any other material adverse change in the Business or the Purchased Assets that has occurred; (v) use its commercially reasonable efforts to preserve the Business intact, and to preserve for Buyer the existing goodwill of vendors, customers and others having business relations with Seller in the conduct of the Business; and (vi) comply in all material respects with all Laws applicable to Seller in the conduct of the Business.
Conduct of Seller Prior to Closing. From the date hereof through the Closing Date, Seller shall cause the Computer Telephony Business to be conducted in the ordinary course and in accordance with past practice, except as otherwise permitted by this Agreement or consented to by Buyer in writing. Without limiting the generality of the foregoing, Seller shall: (a) keep full and complete Books and Records;
Conduct of Seller Prior to Closing. Seller hereby covenants and agrees as follows (the fulfillment of which constitutes a condition precedent to Buyer's performance hereunder):
Conduct of Seller Prior to Closing. From the date of this Agreement until the Closing, Seller shall not (a) sell, assign, transfer, pledge, encumber or dispose of any of its Shares, except as expressly permitted by this Agreement. All Tax sharing, Tax indemnity and Tax allocation Contracts, to which the Company is a party, will be terminated with respect to the Company on or before Closing and any rights or obligations of the Company under any such Contracts will be cancelled or paid on or before Closing.
Conduct of Seller Prior to Closing. Seller covenants and agrees that from the date of this Agreement to Closing to conduct the Business only in the ordinary and usual course consistent with past practice; and Seller will not enter into any agreement or make any commitment related to the Business, except in the ordinary course of business and consistent with past practice.
Conduct of Seller Prior to Closing. SELLER agrees that, except (a) as contemplated by this Agreement, (b) disclosed in the Schedules attached to this Agreement, (c) with the prior written consent of BUYER (which shall not be unreasonably withheld, conditioned or delayed), (d) as required by, arising out of, relating to, or resulting from the Bankruptcy Code, the Bankruptcy Case (including any debtor-in-possession financing and/or cash collateral order related thereto), the Bankruptcy Court, and (e) as otherwise required by law, after the date hereof and prior to the Closing Date SELLER shall use commercially reasonable efforts to operate in the ordinary course of business as conducted during the Bankruptcy Case.
Conduct of Seller Prior to Closing. Seller covenants and agrees with ---------------------------------- Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing (which agreement shall not be unreasonably withheld) and subject to Buyer's occupancy of the Real Property as lessee, Seller shall:
(a) Use reasonable efforts to maintain and operate the Real Property in substantially the same manner in which it is currently being maintained and operated:
(b) Not mortgage, pledge or subject to any Lien (except Permitted Liens in the ordinary course of business) any of the Real Property;
(c) Not sell, lease or otherwise dispose of, nor agree to sell, lease or otherwise dispose of the Real Property other than to lease the Real Property to Buyer pursuant to the Lease Agreement;
(d) Not introduce any material change with respect to Real Property;
(e) Notify Buyer of any material litigation pending or threatened against the Real Property or any material damage to or destruction of the Real Property;
