Common use of Conduct of the Seller Business Clause in Contracts

Conduct of the Seller Business. From and after the date of this Agreement and until the Closing Date, except as otherwise contemplated by this Agreement or as set forth in the Schedules hereto or as Buyer shall otherwise consent to in writing, Seller, with respect to the Seller Business: a) Will carry on the Seller Business in the ordinary course consistent with past practice and consistent therewith use its reasonable commercial efforts to keep intact the Seller Business, keep available the services of the Business Employees and preserve the relationships of the Seller Business with customers, suppliers, licensors, licensees, distributors and others that have a business relationship with the Seller Business; b) In the ordinary course consistent with past practice maintain the Purchased Assets in good operating condition and repair or restore such assets as necessary for the operation of the Seller Business in the ordinary course of business; c) Will not permit, other than as may be required by Law or a Governmental Body, all or any of the Purchased Assets (real or personal, tangible or intangible) presently and actively used or held for use primarily in the operation or conduct of the Seller Business to be transferred, sold, licensed, disposed of, or subjected to any Encumbrance, other than sales of Inventory in the ordinary course of business consistent with past practice and Section 5.2(c); d) Will not sell Inventory outside of the ordinary course of business consistent with past practice, including with respect to pricing, discounting practices, bundling, sales volume and services levels, and will maintain Inventory sufficient to meet expected customer requirements, consistent with past practice, including sufficient raw materials, capacity and work in process in light of anticipated demand and customary cycle times and sufficient finished goods Inventory for satisfaction of customer orders on hand at Closing and Inventory will be in an amount that at the Closing shall have a value of no less than $70,000 in the aggregate as calculated in accordance with the Balance Sheet (unless otherwise waived by the Buyer); e) Will not acquire any asset that will be a Purchased Asset except in the ordinary course of business consistent with past practice; f) Will not fail to pay when due any material obligation related to the Seller Business; g) Will not enter into, terminate or materially extend, amend, modify or waive any right with respect to any Material Contract except for purchase orders entered in the ordinary course of business consistent with past practice; h) Will not sell, lease, license, abandon, permit to lapse, or otherwise transfer, or create or incur any Encumbrance on, any of the assets, securities, properties, or interests of the Seller Business; i) Will not incur or assume any liabilities, obligations or indebtedness for borrowed money, other than in the ordinary course of business consistent with past practice or that will constitute Excluded Liabilities; j) Will not increase the salaries (except for the 2018 salary increase reflected on Schedule 3.10(a)(i)), wage rates, other compensation or fringe benefits of, or grant any severance or termination payment (other than as required by Law) to, any Business Employee; k) Fail to comply in any material respect with all Laws applicable to the Seller Business or the Purchased Assets; l) Will not make, change or revoke any Tax election; file any amended Return; enter into any closing agreement; settle or compromise any Tax claim or assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case to the extent such action could reasonably be expected to adversely affect the Purchased Assets or the Seller Business; m) Will not do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect or intentionally omit to take any action necessary to prevent any such representation or warranty from being untrue in any material respect; and n) Will not enter into any agreement or commitment with respect to any of the foregoing.

Conduct of the Seller Business. From and after the date of this Agreement and until the Closing Date, except as otherwise contemplated by this Agreement or as set forth in the Schedules hereto or as Buyer shall otherwise consent to in writing, Seller, with respect to the Seller Business: a) Will will carry on the Seller Business in the ordinary course consistent with past practice and consistent therewith use its reasonable commercial efforts to keep intact the Seller Business, keep available the services of the Business Employees and preserve the relationships of the Seller Business with customers, suppliers, licensors, licensees, distributors and others that have a business relationship with the Seller Business; b) In in the ordinary course consistent with past practice maintain the Purchased Assets in good operating condition and repair or restore such assets as necessary for the operation of the Seller Business in the ordinary course of business; c) Will will not permit, other than as may be required by Law or a Governmental Body, all or any of the Purchased Assets (real or personal, tangible or intangible) presently and actively used or held for use primarily in the operation or conduct of the Seller Business to be transferred, sold, licensed, disposed of, or subjected to any Encumbrance, other than sales of Inventory in the ordinary course of business consistent with past practice and Section 5.2(c); d) Will will not sell Inventory outside of the ordinary course of business consistent with past practice, including with respect to pricing, discounting practices, bundling, sales volume and services levels, and will maintain Inventory sufficient to meet expected customer requirements, consistent with past practice, including sufficient raw materials, capacity and work in process in light of anticipated demand and customary cycle times and sufficient finished goods Inventory for satisfaction of customer orders on hand at Closing and Inventory will be in an amount that at the Closing shall have a value of no less than $70,000 500,000 in the aggregate as calculated in accordance with the Balance Sheet (unless otherwise waived by the Buyer); e) Will will not acquire any asset that will be a Purchased Asset except in the ordinary course of business consistent with past practice; f) Will will not fail to pay when due any material obligation related to the Seller Business; g) Will will not enter into, terminate or materially extend, amend, modify or waive any right with respect to any Material Contract except for purchase orders entered in the ordinary course of business consistent with past practice; h) Will will not sell, lease, license, abandon, permit to lapse, or otherwise transfer, or create or incur any Encumbrance on, any of the assets, securities, properties, or interests of the Seller Business; i) Will will not incur or assume any liabilities, obligations or indebtedness for borrowed money, other than in the ordinary course of business consistent with past practice or that will constitute Excluded Liabilities; j) Will will not increase the salaries (except for the 2018 salary increase reflected on Schedule 3.10(a)(i))salaries, wage rates, other compensation or fringe benefits of, or grant any severance or termination payment (other than as required by Law) to, any Business Employee; k) Fail fail to comply in any material respect with all Laws applicable to the Seller Business or the Purchased Assets; l) Will will not make, change or revoke any Tax election; file any amended Return; enter into any closing agreement; settle or compromise any Tax claim or assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case to the extent such action could reasonably be expected to adversely affect the Purchased Assets or the Seller Business; m) Will will not do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect or intentionally omit to take any action necessary to prevent any such representation or warranty from being untrue in any material respect; and n) Will will not enter into any agreement or commitment with respect to any of the foregoing.

Conduct of the Seller Business. From and after the date of this Agreement and until the Closing Date, except as otherwise contemplated by this Agreement or as set forth in the Schedules hereto or as Buyer shall otherwise consent to in writing, Seller, with respect to the Seller Business: a) Will will carry on the Seller Business in the ordinary course consistent with past practice and consistent therewith use its reasonable commercial efforts to keep intact the Seller Business, keep available the services of the Business Employees and preserve the relationships of the Seller Business with customers, suppliers, licensors, licensees, distributors and others that have a business relationship with the Seller Business; b) In in the ordinary course consistent with past practice maintain the Purchased Assets in good operating condition and repair or restore such assets as necessary for the operation of the Seller Business in the ordinary course of business; c) Will will not permit, other than as may be required by Law or a Governmental Body, all or any of the Purchased Assets (real or personal, tangible or intangible) presently and actively used or held for use primarily in the operation or conduct of the Seller Business to be transferred, sold, licensed, disposed of, or subjected to any Encumbrance, other than sales of Inventory in the ordinary course of business consistent with past practice and Section 5.2(c)practice; d) Will will not sell Inventory outside of the ordinary course of business consistent with past practice, including with respect to pricing, discounting practices, bundling, sales volume and services levels, and will maintain Inventory sufficient to meet expected customer requirements, consistent with past practice, including sufficient raw materials, capacity and work in process in light of anticipated demand and customary cycle times and sufficient finished goods Inventory for satisfaction of customer orders on hand at Closing and Inventory will be in an amount that at the Closing shall have a value of no less than $70,000 in the aggregate as calculated in accordance with the Balance Sheet (unless otherwise waived by the Buyer)Closing; e) Will will not acquire any asset that will be a Purchased Asset except in the ordinary course of business consistent with past practice; f) Will will not fail to pay when due any material obligation related to the Seller Business; g) Will will not enter into, terminate or materially extend, amend, modify or waive any right with respect to any Material Contract except for purchase orders entered in the ordinary course of business consistent with past practice; h) Will will not sell, lease, license, abandon, permit to lapse, or otherwise transfer, or create or incur any Encumbrance on, any of the assets, securities, properties, or interests of the Seller Business; i) Will will not incur or assume any liabilities, obligations or indebtedness for borrowed money, other than in the ordinary course of business consistent with past practice or that will constitute Excluded Liabilities; j) Will will not increase the salaries (except for the 2018 salary increase reflected on Schedule 3.10(a)(i)), wage rates, other compensation or fringe benefits of, or grant any severance or termination payment (other than as required by Law) to, any Business Employee; k) Fail will not fail to comply in any material respect with all Laws applicable to the Seller Business or the Purchased Assets; l) Will will not make, change or revoke any Tax election; file any amended Return; enter into any closing agreement; settle or compromise any Tax claim or assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case to the extent such action could reasonably be expected to adversely affect the Purchased Assets or the Seller Business; m) Will will not do any other act which would cause any representation or warranty of Seller in this Agreement to be or become untrue in any material respect or intentionally omit to take any action necessary to prevent any such representation or warranty from being untrue in any material respect; and n) Will will not enter into any agreement or commitment with respect to any of the foregoing.