COVENANTS OF THE SELLERS, THE BUYER, AND DELTA. 8.1. Conduct of Business of the Company Pending Closing. Without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed), between the date hereof and the Closing Date, the Company shall not, except as required or permitted pursuant to the terms hereof, make any material change in the conduct of the Business and shall conduct the Business in the Ordinary Course of Business. The Company shall use commercially reasonable (and the Shareholders shall cause the Company to use commercially reasonable) efforts (a) to preserve the Company's business and the goodwill of the Company's customers, suppliers and others having business relations with the Company; (b) to retain the business organization of the Company intact, including keeping available the services of its present employees and officers; (c) to maintain the Company's properties in its current condition and repair, ordinary wear, tear and obsolescence excepted; (d) to keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained by it; (e) to perform in all material respects all of its obligations under all contracts and commitments applicable to its business, assets or properties; (f) maintain its books of accounts and records in the Company's usual and regular manner; (g) to comply in all material respects with all Legal Requirements; (h) not to merge or consolidate with, or agree to merge or consolidate with, sell substantially all its assets, or purchase substantially all of the assets of, or otherwise acquire, any business or any business organization or division thereof; (i) to promptly advise the Buyer in writing of any emergency or other change in the Ordinary Course of Business or in the operations of its assets or properties and of any governmental or any other third party complaints, investigations or hearings (or communications indicating that the same may be contemplated); (j) to promptly advise the Buyer of any Material Adverse Effect with respect to the Company; and (k) not to take any action described in Sections 3.2(c)(i) through (iv) and (vi) through (xiv) hereof. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Company may apply any of its cash or other liquid assets to the payment of its line of credit with Bank of America, N.A.
