Dealership Operations Pending Closing. Pending Closing, Contributor shall continue to operate the Dealership in substantially the same manner as it has been operated by Contributor in the past and Contributor shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use best efforts to ensure that Contributor’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership or allow, suggest or require employees to take unused vacation, in every case, without the written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (v) not conduct any liquidation, close-out or going out of business sale or, except in the ordinary course of business, purchase more than $5,000 in Fixed Assets at once or in the aggregate in any month; (vi) not remove any Fixed Assets from the Property prior to Closing except in the ordinary course of business and, in such event, with prior written notice to LMP if the removed Fixed Assets have a net book value of $5,000 individually or in the aggregate; (vii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and/or which provides for payment by the Dealership (whether actual or accrued) in excess of $5,000.00 without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; (viii) not transfer any inventory or employee of the Dealership to Contributor’s (or Contributor’s owners’) other business, or transfer any inventory or employee of Contributor’s (or its owners’) other businesses to the Dealership without the prior written consent of LMP, which consent LMP shall not unreasonably withhold, condition or delay; and (ix) not take or permit any action which would result in Contributor’s representations or warranties becoming incorrect or untrue in any material respect.
Dealership Operations Pending Closing. Pending Closing, Seller shall continue to operate the Dealership in substantially the same manner as it has been operated by Seller in the past and Seller shall: (i) use commercially reasonable efforts to maintain working relationships with all suppliers, customers, employees and others having contact with the Dealership and bring all payables current as of the Closing Date; (ii) maintain current insurance policies in full force and effect; (iii) exercise reasonable diligence in safeguarding and maintaining the confidentiality of all books, reports and data pertaining to the Dealership, including use its commercially reasonable best efforts to ensure that Seller’s sales and service records remain adequately protected; failure to do so is a material breach of this Agreement; (iv) not grant increases in salary, pay or other employment related benefits to any officers or employees of the Dealership, except in the ordinary course of business; (v) not conduct any liquidation, close-out or going out of business sale or, (vi) attempt to order and restock inventory sold; (vii) intentionally omitted; (viii) not enter into any contract or agreement which is not terminable without penalty on not more than 30 days’ notice and which provides for payment by the Dealership, except those in the ordinary course of business; and (ix) not take or permit any action which would result in Seller’s representations or warranties becoming incorrect or untrue in any material respect.
