Interim Operations of the Acquired Entities. (a) From the date hereof until the Closing, except (i) as expressly permitted by this Agreement (including the transactions described in Section 4.19, Section 4.20, Section 4.21, Section 4.22 and Section 4.23), (ii) as disclosed in Section 4.1(a) of the Seller Disclosure Schedule, (iii) as required by Law or (iv) as Parent may otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed), (A) the Seller Parties shall use commercially reasonable efforts to cause the Acquired Entities to carry on their businesses in the ordinary course consistent, in all material respects, with past practice and (B) to the extent consistent therewith, use commercially reasonable efforts to preserve its business and goodwill and its relationships with Governmental Authorities, customers, suppliers, landlords and other persons with which it has material business relations, and to keep available the services of its current officers and employees.
Interim Operations of the Acquired Entities. (a) Prior to the Closing or the earlier termination of this Agreement in accordance with its terms, except (w) as required, permitted or contemplated hereby, (x) as required by applicable Law, (y) as disclosed in Section 6.1 of the Disclosure Schedule or (z) with the prior written consent of Buyers (which shall not be unreasonably withheld, conditioned or delayed), the Sellers shall cause the Acquired Entities to (i) conduct their respective businesses in the Ordinary Course of Business in all material respects and preserve intact the current business organization, (ii) use commercially reasonable efforts to keep available the services of current officers, employees and agents of each Acquired Entity and (iii) use commercially reasonable efforts to maintain in good state the relations and goodwill with customers, suppliers, licensors, licensees, distributors, creditors, employees, agents and others having business relationships with an Acquired Entity.
(b) Prior to the Closing or the earlier termination of this Agreement in accordance with its terms, except (w) as required, permitted or contemplated hereby, (x) as required by applicable Law, (y) as disclosed in Section 6.1 of the Disclosure Schedule or (z) with the prior written consent of Buyers (which shall not be unreasonably withheld, conditioned or delayed), the Sellers shall not permit any of the Acquired Entities to do any of the following:
(i) amend its Organizational Documents or D&O Indemnification Obligations;
(ii) issue, sell, pledge, transfer, redeem or acquire any Equity Interests, or effect any recapitalization, reclassification or similar change in its capitalization;
(iii) declare, set aside or pay any non-cash dividend or distribution on or with respect to any Equity Interest or ownership interest in any Acquired Entity;
(iv) merge or consolidate with any other Person or restructure, reorganize or completely or partially liquidate (or adopt a plan of liquidation);
(v) acquire (including by merger or consolidation, or by purchasing a substantial portion of the assets or capital stock or any other Equity Interest in) or by any other manner, any other Entity;
(vi) sell, transfer, lease (as lessor) or license (as licensor) to any Third Party any of its material tangible or intangible assets or properties;
(vii) permit or allow the Purchased Interests or any of the assets or properties of the Acquired Entities to become subjected to any Lien (other than Permitted Liens);
(viii) (i) borrow any ...
