Conduct of Seller Prior to the Closing. Between the date of this Agreement and the earlier to occur of the termination of this Agreement pursuant to Section 10.1 and the Closing, unless otherwise agreed in writing by Buyer, Seller will conduct the Business and operate the Acquired Assets in the usual, regular and ordinary course in substantially the same manner as heretofore conducted or operated; pay the debts and Taxes of the Business when due; pay or perform other obligations of the Business when due; use reasonable, good faith efforts to preserve intact the current Exhibits business organization of Seller relating to the Business, keep available the services of the current officers, employees and agents of Seller relating to the Business, and maintain the relations and goodwill with the suppliers, customers, distributors, licensors, licensees, landlords, trade creditors, employees, agents, and others having business relationships with Seller relating to the Business; confer with Buyer concerning material business or operational matters relating to the Business; use reasonable, good faith efforts to maintain all of the Acquired Assets in their current condition and to promptly replace, repair or restore such Acquired Assets in the event of any damage to or destruction of any of the Acquired Assets prior to the Closing; and maintain the Books and Records in the usual, regular and ordinary manner, on a basis consistent with prior years; all with the goal of preserving unimpaired through the Closing the Acquired Assets and Seller’s current goodwill with regard to the Business. Seller shall promptly respond to queries of Buyer concerning the status and operation of the Business and the Acquired Assets. Except as otherwise agreed to in writing by Buyer, Seller shall not:
Conduct of Seller Prior to the Closing. (a) Until the earlier to occur of the termination of this Agreement and the Closing Date, except: (A) as set forth on Schedule 7.1; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall:
Conduct of Seller Prior to the Closing. From the date of this Agreement until the Closing, Seller shall, and shall cause its Affiliates to, manage and maintain the Property, Programming and Elements in the ordinary course in a manner consistent with past practice and will use commercially reasonable efforts to preserve intact the value of the Transferred Assets and to maintain satisfactory relationships with customers and counterparties to the Transferred Contracts and other Persons having material business relationships related to the Transferred Contracts and/or the licensing of the Transferred Assets, in each case in the ordinary course of business. For the avoidance of doubt, as used in this Agreement, “commercially reasonable efforts” do not include any obligation to make payments (other than with respect to actions to maintain, protect, or enforce Intellectual Property that is included in the Transferred Assets that are taken in the ordinary course of business consistent with past practice), provide guarantees of payment, or enter into new or ancillary agreements or amendments to existing agreements (except with respect to the obligations of Seller set forth in Sections 6.7 and 6.8); provided, however, that “commercially reasonable efforts” shall include satisfaction of contractual obligations required by the terms of any Transferred Contract. Without limiting the generality of the foregoing:
Conduct of Seller Prior to the Closing. Except as otherwise contemplated by this Agreement, required pursuant to Applicable Law, disclosed on Schedule 7.1, or unless the Seller has received the written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), from the period beginning on the date this Agreement is executed by the Parties hereto until the earlier of (a) the termination of this Agreement pursuant to ARTICLE VIII, below; and (b) the Closing (as applicable, the “Pre-Closing Period”), Seller shall conduct its business only in, and not take any action except in, the Ordinary Course of Business. Without limiting the generality of the preceding, Seller, shall, except as provided in this Section 7.1:
Conduct of Seller Prior to the Closing. From the date of this Agreement until the Closing Date or earlier termination of this Agreement,
Conduct of Seller Prior to the Closing. During the period from the date hereof to the Closing Date, Seller will deal with the Assets and conduct the Business in the Ordinary Course of Business. Buyer understands and acknowledges that Seller will sell inventory between the date of this Agreement and the Closing Date, but only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth in the Disclosure Schedule or as otherwise expressly set forth in this Agreement (or as otherwise consented to by Buyer in writing), prior to the Closing Date Seller will:
Conduct of Seller Prior to the Closing. Between the date of this Agreement and the Closing, unless otherwise agreed in writing by Buyer, Seller will not enter into any contract or agreement relating to the Assets.
Conduct of Seller Prior to the Closing. Except as otherwise required or contemplated by this Agreement, Seller Group agrees that, from the date hereof until the Closing Date hereunder:
Conduct of Seller Prior to the Closing. Except as contemplated by this Agreement or with the prior written consent of Purchaser, during the period from the date of this Agreement to the Closing, Seller will not (i) sell, transfer or otherwise dispose of any of its property or assets or (ii) mortgage or otherwise encumber any of its property or assets, in each case that relate in any way, directly or indirectly, with any of the Assets. Seller represents and warrants, and Purchaser acknowledges and confirms, that the Company’s business and activities have been terminated, the Company does not and shall not conduct any business and/or operations and does not have any outstanding employees or consultants nor any commercial activity, and was prepared to undergo voluntary liquidation. Seller will use all reasonable efforts to preserve intact Seller’s assets (including the Assets) and currently existing business organization.
