Common use of Operation of the Business by Seller Clause in Contracts

Operation of the Business by Seller. Seller covenants that prior to the Closing Date Seller will: (a) Continue to operate the Business in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders; (b) File all applications and other documents required to be filed in connection with the operation of the Business and Assets; (c) Maintain its Assets and in their present good operating condition and repair, reasonable wear and tear and ordinary usage excepted; (d) Keep the Assets free of liabilities, liens, and encumbrances of any kind whatsoever, except for the Permitted Exceptions; (e) operate the Business diligently, in the ordinary course of business and consistently with past practice, and use its best efforts to preserve existing customer and agency relationships and the business reputation of Seller; (f) Pay, or cause to be paid, all income, property, sales, use, franchise, excise, social security, withholding, workmen's compensation and unemployment insurance taxes and all other taxes of or relating to the Business or the Assets that are due; and Assets. (g) Maintain complete and accurate books and records of the

Operation of the Business by Seller. Seller covenants that prior to the Closing Date Seller will: (a) Continue to operate the Business Assets in the usual and ordinary course of business, and in conformity with all applicable laws, ordinances, regulations, rules and orders; (b) File all applications and other documents required to be filed in connection with the operation of the Business and Assets; (c) Maintain its Business Assets and in their present good operating condition and repair, reasonable wear and tear and ordinary usage excepted; (d) Keep the Business Assets free of liabilities, liens, and encumbrances of any kind whatsoever, except for the Permitted Exceptions; (e) operate the Business Assets diligently, in the ordinary course of business and consistently with past practice, and use its best efforts to preserve existing customer and agency relationships and the business reputation of Seller; (f) Pay, or cause to be paid, all income, property, sales, use, franchise, excise, social security, withholding, workmen's compensation and unemployment insurance taxes and all other taxes of or relating to the Business or the Assets that are due; and Assets.; (g) Maintain complete and accurate books and records of therelating to the Business Assets.