Common use of Continued Operation of Business Clause in Contracts

Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer's prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller's and each of the Acquired Aether Entities' operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller's and each of the Acquired Aether Entities' present business organization and structure, the goodwill of the Business, to preserve Seller's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller's and each of the Acquired Aether Entities' relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract; (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller's insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.

Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer's ’s prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller's ’s and each of the Acquired Aether Entities' ’ operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller's ’s and each of the Acquired Aether Entities' ’ present business organization and structure, the goodwill of the Business, to preserve Seller's ’s rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller's ’s and each of the Acquired Aether Entities' ’ relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract; (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller's ’s insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.

Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, Agreement or unless Seller obtains Buyer's ’s prior written approval, from the date hereof through until the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (ix) operate the Business in a reasonable and prudent manner, to conduct Seller's and each of the Acquired Aether Entities' operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller's and each of the Acquired Aether Entities' present business organization and structure, the goodwill of the Business, to preserve Seller's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller's and each of the Acquired Aether Entities' relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a); (vy) use commercially reasonable efforts to preserve maintain satisfactory relationships with employees, suppliers, customers and others having professional relationships with the Business and (z) use commercially reasonable efforts to maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted. Without Buyer’s prior written approval, until the Closing Date, Seller shall not: (i) enter into any new, or amend any existing, severance agreement, deferred compensation or arrangements, plans or programs for the benefit of any individual set forth on Schedule 4.15 or grant any individual set forth on Schedule 4.15 an increase in employee compensation other than in the ordinary course of business or pursuant to a promotion consistent with past practice; (ii) pay liabilities of the Business other than in the ordinary course of business consistent with past practice; (iii) delay or postpone the payment of accounts payable or other liabilities of the Business other than in the ordinary course of business consistent with past practice; (iv) enter into any contract or agreement that would be a Material Contract, other than in the ordinary course of business, or terminate, amend or take any action that would result in a material default under any Material Contract to which Seller is a party or by which it is bound; (v) allow any of the Purchased Assets to be subjected to any Encumbrance of any kind, other than a Permitted Encumbrance; (vi) continue the pricingsell, procurement and purchasing policies lease, transfer or assign any of the Business, Purchased Assets other than in accordance the ordinary course of business consistent with past practice; (vii) consult with Buyer prior to make any renewal, amendment, extension capital or termination of, waiver of any right under, operating expenditures (or any failure series thereof) or commitments therefore with respect to renew, any Material Contractthe Business in excess of $50,000 individually or $100,000 in the aggregate; (viii) use commercially reasonable efforts incur, assume or guarantee any indebtedness for borrowed money with respect to keep the Business, in full force and effect all each case that may bind or obligate Buyer or any of its Affiliates in any way or as a result of the Insurance Polices under consummation of the same terms and coverage; andtransactions contemplated hereby; (ix) keep make any loan, advance or capital contribution to or any investment in full force any Person in connection with the Business, in each case that may bind or obligate Buyer or any of its Affiliates in any way upon or as a result of the consummation of the transaction contemplated hereby; (x) institute or settle any activity, suit, arbitration or regulatory proceeding; (xi) cancel or agree to cancel any debts or claim in an amount not to exceed the lesser of $10,000 and effect all 50% of Seller's insurance policies if the applicable outstanding debt or claim, (provided that any such cancellation or agreement is in the ordinary course of business consistent with past practice); (xii) (A) increase the rate of compensation payable or to become payable to any individual set forth on Schedule 4.15, (B) grant any bonus, incentive compensation, service award or other like benefit, contingent or otherwise, to or to the credit of any individual set forth on Schedule 4.15, or (C) pay any severance or termination or nonreplacement of such policy is reasonably expected pay to have a Material Adverse Effectany individual set forth on Schedule 4.15; or (xiii) commit to take any action described in this Section 6.1(b).

Continued Operation of Business. Except as provided on Schedule 6.1(b6.1(c), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer's prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller's and each of the Acquired Aether Entities' operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller's and each of the Acquired Aether Entities' present business organization and structure, the goodwill of the Business, to preserve Seller's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller's and each of the Acquired Aether Entities' relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule Employees referred to in Section 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased AssetsAssets and, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and Agreement and/or the AAE Purchased Assets Transition Services Agreement in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract;; and (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller's insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.