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

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to): (a) conduct its business only in the ordinary course of business, consistent with past practice; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets in a state of repair and condition that complies with Laws and is consistent with the requirements and normal conduct of the Company’s business; (g) keep in full force and effect, without amendment, all material rights relating to the Company’s business; (h) comply with all Laws and contractual obligations applicable to the operations of the Company’s business; (i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further consideration; and (l) maintain all books and records of the Company relating to the Company’s business in the ordinary course of business, consistent with past practice.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to): (a) conduct its business only in the ordinary course of businessSeller shall, consistent with past practice; (b) except as otherwise directed by Buyer in writing, : (i) conduct the Business only in the Ordinary Course of Business consistent with the Policies and without making any commitment on Buyer’s behalf, Procedures; (ii) use its best efforts Best Efforts to preserve intact its the current business organizationorganization of the Business, keep available the services of its the officers, employees and agents of the Business and maintain its the relations and good will of the Business with suppliers, customersCustomers, landlords, creditors, employees, agents and others having business relationships with itit (it being understood, however, that the Seller has heretofore informed some employees of the availability of positions in other parts of Seller’s business, and to the extent that such opportunities were communicated prior to May 24, 2007); (ciii) confer with Buyer prior to implementing operational decisions changes of a material naturenature with respect to the Business; (div) otherwise report periodically to Buyer concerning the status of its the business, operations and financesfinances of the Business; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets in a state of repair and condition that complies with Laws and is consistent with the requirements and normal conduct of the Company’s business; (gv) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (hvi) comply in all material respects with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s businessBusiness; (ivii) continue in full force and effect the all material insurance coverage pertaining to the Business under the its existing policies set forth in Schedule 2.13 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (kviii) upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and; (lix) maintain all books and records Records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; and (x) notify Buyer prior to initiating any new Lease pertaining to equipment having a purchase price in excess of $500,000.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):the (aA) conduct its business only Conduct the Business in the ordinary course of business, business consistent with past practice; (bB) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer Confer with Buyer prior to implementing operational decisions relating to the Utility System of a material nature; (dC) otherwise report periodically to Buyer concerning Maintain and service the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets Purchased Assets in a state of repair and condition such that they will be in proper working order at Closing, that complies with Laws legal requirements and is consistent with the requirements and normal conduct of the CompanySeller’s business; (gD) keep in full force and effect, without amendment, all material rights relating to the Company’s business; (h) comply Comply with all Laws laws, ordinances, rules, regulations, orders and legal requirements and contractual obligations applicable to the operations operation of the CompanySeller’s business; (iE) continue in full force Use its best efforts to maintain its relations and effect the insurance coverage under the policies set forth in Schedule 2.13 or substantially equivalent policiesgood-will with its suppliers, customers and any others having business relations with it; (jF) except as Cooperate with Xxxxx and assist Xxxxx in identifying the Governmental Authorizations required by Xxxxx to comply with ERISA or operate the business from and after the Closing Date and either (i) transferring existing Governmental Authorizations of Seller to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Planwhere permissible, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing(ii) assisting Buyer in obtaining new Governmental Authorizations; (kG) upon Use best efforts to obtain, and cooperate promptly with Xxxxx’s efforts to obtain, all Governmental Authorizations or other consents and approvals and actions required of either Seller or Buyer to complete the transactions contemplated by this Agreement; (H) Upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any proceedings, whether before or after Closing, and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further consideration; and; (lI) maintain Maintain all books and records of the Company Seller relating to the Company’s Xxxxxx's business in the ordinary course of business; (J) Notify and consult with Buyer prior to the initiation, consistent development, or execution of any plans for expansion of or improvements to the Utility System; (K) Cooperate with past practiceBuyer in sending any customer notices that in Xxxxx’s judgment are necessary or desirable in connection with the transactions contemplated herein (provided, however, that, except for any notices required by any Governmental Body, no such notices shall be sent to customers unless and until Seller has determined to proceed with Closing under this Agreement); (L) Not allow the levels of raw materials, supplies or other materials included in the Purchased Assets to vary materially from the levels customarily maintained; (M) Conduct the Business in such a manner that at the Closing the representations and warranties of Seller contained in this Agreement shall be true as though such representations and warranties were made on and as of such date. Furthermore, Seller will use its best efforts to cause all of the conditions to this Agreement to be satisfied on or prior to the Closing Date (N) Not make any material modification to any Governmental Authorization that relates to the Purchased Assets and maintain in full force and effect until Closing all Governmental Authorizations necessary to operate the Utility System; and (O) Promptly notify Buyer in writing of (i) any actions, suits, claims, disputes, arbitrations, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Business that relate to the consummation of the transactions contemplated by this Agreement or of the occurrence of any event (exclusive of general economic factors affecting business in general) of a nature that is or may be materially adverse to the business, operations, properties, assets, prospects or condition (financial or otherwise) of Seller; (ii) the damage or destruction by fire or other casualty of any material portion of the Purchased Assets or if any material portion of Purchased Assets becomes the subject of any proceeding or, to the knowledge of Seller, threatened proceeding, for the taking thereof or any part thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action; and (iii) all events between the Effective Date and Closing which could render any representation or warranty under the Agreement, if restated and republished as of Closing, untrue or incorrect in any material respect.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Shareholders shall cause the Company Seller to): (ai) conduct its business only in the ordinary course of business, consistent with past practice; (bii) except as otherwise directed by Buyer Purchaser in writing, and without making any commitment on BuyerPurchaser’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (ciii) confer with Buyer Purchaser prior to implementing operational decisions of a material nature; (div) otherwise report periodically to Buyer Purchaser concerning the status of its business, operations and finances; (ev) make no material changes in management personnel without prior consultation with BuyerPurchaser; (fvi) maintain its assets the Purchased Assets in a state of repair and condition that complies with Laws legal requirements and is consistent with the requirements and normal conduct of the CompanySeller’s business; (gvii) keep in full force and effect, without amendment, all material rights relating to the CompanySeller’s business; (hviii) comply with all Laws legal requirements and contractual obligations applicable to the operations of the CompanySeller’s business; (iix) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 or substantially equivalent policiescurrently existing; (jx) except as cooperate with Purchaser and assist Purchaser in identifying the governmental authorizations required by Purchaser to comply with ERISA operate the business from and after the Closing and either transferring existing governmental authorizations of Seller to Purchaser, where permissible, or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closingobtaining new governmental authorizations for Purchaser; (kxi) upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer Purchaser to consummate the contemplated transactions contemplated by this Agreement, all without further consideration; and (lxii) maintain all books and records Records of the Company Seller relating to the CompanySeller’s business in the ordinary course of business, consistent with past practice.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Parent Company shall cause the Company Seller to): (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and financesfinances upon Buyer’s request from time to time; (e) make no material changes in management personnel without prior consultation with consent of Buyer; (f) maintain its assets the Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with in the requirements same manner in which they have been operated and normal conduct of maintained before the Company’s businessdate hereof; (g) maintain all data for the Spirit 1 system, and maintain the Spirit 1 license, such that Buyer shall have use of and access to any and all data relating to the Distillery Business at and after Closing; (h) keep in full force and effect, without amendment, all material rights Contracts and Governmental Authorizations relating to the Company’s businessDistillery Business; (hi) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the CompanySeller’s business; (ij) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 5.21 or substantially equivalent policies; (jk) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (kl) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the Distillery Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer or assisting in the separation of any Governmental Authorizations between Buyer and Bottling Acquiror, as determined by Buyer and Bottling Acquiror; (m) upon request from time to time, execute and deliver all documents, make all truthful oaths documents and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and; (ln) maintain all books and records of the Company Seller relating to the Company’s business Distillery Business in the ordinary course Ordinary Course of businessBusiness; and (o) provide written reports to Buyer by noon on Friday of each week setting forth Seller’s planned distillery inventory production and planned purchases of grain stock, consistent with past practicedistillers’ dried grain and coal for the following week.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Shareholder shall cause the Company Seller to): (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets the Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with the requirements and normal conduct of the CompanySeller’s business; (g) keep in full force and effect, without amendment, all material rights relating to the CompanySeller’s business; (h) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the CompanySeller’s business; (i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 Part 3.21 or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company Seller shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the ClosingClosing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and (lm) maintain all books and records Records of the Company Seller relating to the CompanySeller’s business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):such Seller shall: (ai) conduct its business the Business only in the ordinary course of business, consistent with past practice; (bii) except as otherwise directed by Buyer Representative in writing, and without making any commitment on any Buyer’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (ciii) confer with Buyer Representative prior to implementing operational decisions of a material nature; (div) otherwise report periodically to Buyer Representative concerning the status of its businessthe Business, including the operations thereof and financesfinances related thereto; (ev) make no material changes in management personnel without the prior consultation with Buyerwritten consent of Buyer Representative; (fvi) maintain its assets the Acquired Assets in a state of repair and condition that complies with Laws applicable Legal Requirements and is consistent with the requirements and normal conduct of the Company’s businessBusiness; (gvii) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (hviii) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s businessBusiness; (iix) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 or substantially equivalent policies3.22; (jx) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Codeany applicable Legal Requirement, not amend, modify or terminate any Employee Company Benefit Plan without the express written consent of BuyerBuyer Representative, and except as required under the provisions of any Employee Company Benefit Plan, not make any contributions to or with respect to any Employee Company Benefit Plan without the express written consent of BuyerBuyer Representative, provided that the Company Seller shall contribute that amount of cash to each Employee Company Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Company Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further considerationClosing Date; and (lxi) maintain all books and records Records of the Company such Seller relating to the Company’s business Business in the ordinary course of business, consistent with past practice.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Shareholders shall cause the Company Seller to): (a) conduct its business only in the ordinary course of business, business consistent with past practice; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (fe) maintain its assets the Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with the requirements and normal conduct of the CompanySeller’s businessbusiness and in accordance with past practice; (gf) keep in full force and effect, without amendment, all material rights relating to the CompanySeller’s business; (hg) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the CompanySeller’s business; (ih) continue in full force and effect the insurance coverage under the policies set forth in on Schedule 2.13 3.21 or substantially equivalent policies; (ji) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, ; (j) cooperate with Buyer and except as assist Buyer in identifying the Governmental Authorizations required under by Buyer to operate the provisions business from and after the Closing Date and either transferring existing Governmental Authorizations of any Employee Benefit Plan, not make any contributions Seller to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closingwhere permissible, or obtaining new Governmental Authorizations for Buyer; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the reasonable opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and (l) maintain all books and records of the Company Seller relating to the CompanySeller’s business in the ordinary course of business, consistent with past practice.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):Seller shall: (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s 's behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material naturenature outside the Ordinary Course of Business; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets the Assets in a state the Ordinary Course of repair and condition that complies with Laws and is consistent with the requirements and normal conduct of the Company’s businessBusiness; (g) keep in full force and effect, without amendment, all material rights relating to Seller's business, other than in the Company’s businessOrdinary Course of Business; (h) comply in all material respects with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s Seller's business; (i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 3.19(b) or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, where permissible, or obtaining new Governmental Authorizations for Buyer; (l) take all reasonable steps to claim, protect, preserve and defend all material interest in its Water Rights in the SRBA; (m) upon request from time to time, execute and deliver all documents, make all truthful oaths testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the reasonable opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and; (ln) maintain all books and records Records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of businessBusiness; and (o) not increase any bonuses, consistent salaries or other compensation to any officer or employee or enter into any employment, or similar contract with past practiceany officer or employee.

Operation of the Business of Seller. Between the date of this Agreement Execution Date and the Closing, the Company shall (and the Members shall cause the Company to):Seller shall: (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness (provided that Seller may deplete its concessions inventories in anticipation of the Closing); (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s 's behalf, use its best efforts Commercially Reasonable Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior provide copies of theatre construction plans and any change orders related to implementing operational decisions of a the Purchased Assets and any material naturechanges to such plans in Seller's Possession to Buyer; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no not initiate any material changes in management personnel without prior consultation with Buyer's consent, which shall not be unreasonably withheld; provided, however, Seller shall not be deemed in breach of this covenant if employees resign or otherwise initiate termination of their employment; (fe) maintain its assets the Purchased Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with the requirements and normal conduct of the Company’s Seller's business; (gf) keep in full force and effect, without amendment, all material rights relating to the Company’s Seller's business; (hg) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s Seller's business, including compliance with federal and state W.A.R.N Act or similar statutes; (ih) continue in full force and effect the insurance coverage under the its policies set forth in Schedule 2.13 or substantially equivalent policies; (ji) except as cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable in the opinion of by Buyer to consummate operate the transactions contemplated by this Agreement, all without further considerationbusiness from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer or assisting Buyer to obtain new Governmental Authorizations for Buyer; and (lj) maintain all books and records Records of the Company Seller relating to the Company’s Seller's business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):Seller shall: (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness and not enter into any material agreements or commitments other than at substantially prevailing market prices and on substantially prevailing market terms; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts Commercially Reasonable Efforts to preserve intact its current business organization, keep available the services of its officers, employees employees, and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents agents, and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to to, and as reasonably requested by, Buyer concerning the status of its businessSeller’s Business, operations operations, and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets the Assets in a state of repair and condition that complies in all material respects with Laws Legal Requirements and is consistent in all material respects with the requirements and normal conduct of the CompanySeller’s businessBusiness; (g) keep in full force and effect, without amendment, all material rights relating to the CompanySeller’s businessBusiness; (h) comply in all material respects with all Laws Legal Requirements and contractual obligations applicable to the operations of the CompanySeller’s business; (i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 3.18(a) or substantially equivalent policies; (j) (A) except as required by this Agreement or to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify modify, or terminate any Employee Benefit Plan without the express written consent of Buyer, and (B) except as required under the provisions of any Employee Benefit Plan, not secure or make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company Seller shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund the 401(k) plan, all employee benefit salary deferrals withheld from employees’ payroll and, if applicable, any discretionary matching contributions or discretionary non-elective employer contributions required under the terms of the benefit liabilities of such Employee Benefit Plan on a 401(k) plan-termination basis , if any, as of the ClosingClosing Date and (C) not issue any communication to employees of Seller with respect to compensation, benefits, or employment continuation or opportunity following the Closing Date, except as required by the Employee Plans, applicable law or in accordance with the express written consent of Buyer; (k) upon request from time to time, execute cooperate with Buyer and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable assist Buyer in identifying the opinion of Governmental Authorizations required by Buyer to consummate operate the transactions contemplated by this Agreementbusiness from and after the Closing and either transferring existing Governmental Authorizations of Seller to Buyer, all without further considerationwhere permissible, or obtaining new Governmental Authorizations for Buyer; and (l) maintain all books and records Records of the Company Seller relating to the CompanySeller’s business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Shareholder shall cause the Company Seller to): (a) 3.5.1 conduct its business the RSDL Business only in the ordinary course of business, consistent with past practice; (b) 3.5.2 except as otherwise directed by Buyer Purchaser in writing, and without making any commitment on BuyerPurchaser’s behalf, use its best efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) 3.5.3 confer with Buyer Purchaser prior to implementing operational decisions of a material nature; (d) 3.5.4 otherwise report periodically to Buyer Purchaser concerning the status of its business, operations and financesfinances in any way material to the Sale Assets and/or the Assumed Obligations; (e) make no material changes in management personnel without prior consultation with Buyer; (f) 3.5.5 maintain its assets the Sale Assets in a state of repair and condition that complies with Laws all legal requirements and is consistent with the requirements and normal conduct of the CompanySeller’s business; (g) 3.5.6 keep in full force and effect, without amendment, all material rights relating to the CompanySeller’s business; (h) 3.5.7 comply with all Laws and contractual obligations applicable to the operations of the CompanySeller’s business; (i) continue 3.5.8 cooperate with Purchaser and assist Purchaser in full force identifying the governmental authorizations required by Purchaser to operate the business from and effect after the insurance coverage under the policies set forth in Schedule 2.13 Closing Date and either transferring existing governmental authorizations of Seller to Purchaser, where permissible, or substantially equivalent policiesobtaining new governmental authorizations for Purchaser; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) 3.5.9 upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer Purchaser to consummate the transactions contemplated by this Agreement, all without further consideration; and (l) 3.5.10 maintain all books Acquired Books and records Records of the Company Seller relating to the CompanySeller’s business in the ordinary course of business, consistent with past practice.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, with regard to the Company Business (directly or indirectly), Seller shall (and the Members Seller shall cause the Company Targeted Subsidiaries to): (a) conduct its business the Business, including collections of Accounts Receivable and, payments of all Accounts Payable and processing of claims, only in the ordinary course Ordinary Course of businessBusiness of the Business; provided, however, notwithstanding whether such actions are deemed in the Ordinary Course of Business of the Business, Seller and the Targeted Subsidiaries shall offer no discounts, rebates, off-sets or other reductions of Accounts Receivable other than the receipt of cash for such Accounts Receivable; provided, further, that Seller’s practice of netting claims by reducing amounts owed to or from a leased PPO network that is both a customer and a vendor by having only the net amount collected or paid to such leased PPO network shall be a permitted practice so long as it is consistent with past practicepractice and in the Ordinary Course of Business of the Business; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its commercially reasonable best efforts effort to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with itit relating, directly or indirectly, to the Business or the Targeted Subsidiaries; (c) confer with Buyer prior to implementing operational decisions of a material naturenature relating, directly or indirectly, to the Business or the Targeted Subsidiaries; (d) otherwise report periodically to Buyer concerning the status of its businessthe Business, operations and finances; (e) make no material changes in management personnel of the Business without prior consultation with Buyer; (f) maintain its assets the Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with the requirements and normal conduct of the Company’s businessBusiness; (g) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (h) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s businessBusiness; (i) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 3.21(a) and (b) or substantially equivalent policies; (j) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not create, amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to to, or with respect to to, any Employee Benefit Plan without the express written consent of Buyer, provided that the Company Seller shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities Liabilities of such Employee Benefit Plan on a plan-termination basis as of the ClosingClosing Date; (k) cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date and either transfer existing Governmental Authorizations of Seller, including those held by the Seller Subsidiaries, to Buyer, where permissible, or assist Buyer in obtaining new Governmental Authorizations for Buyer; (l) upon request from time to time, execute and deliver all documents, make all truthful oaths oaths, testify in any Proceedings and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and; (lm) maintain all books and records Records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of businessBusiness of the Business; (n) modify any compensation paid to any of the Seller’s employees without the express written consent of Buyer, consistent other than annual salary or wage increases which are in the Ordinary Course of Business of Seller; (o) all rights and obligations of ProxyMed Transactions Services, Inc. pursuant to that certain De-Identified Data Services Agreement with Enclarity, Inc., dated March 30, 2007, as amended, shall be deemed an “Excluded Asset” and the liabilities thereunder a “Retained Liability” pursuant to this Agreement and the Contribution Agreement; (p) extend or amend the lease on the offices located at 400 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx (the “New York Lease”) on such terms as shall be satisfactory to the parties hereto; and (q) terminate any Tax sharing agreement between Seller and any of the Targeted Subsidiaries and any such Tax sharing agreement shall have no further effect for any taxable year (whether the current year, a future year, or a past practiceyear).

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):Seller shall: (a) conduct its business the Business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s 's behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with itthe Business; (c) confer with Buyer prior to implementing operational decisions of a material naturenature related to the Business; (d) otherwise report periodically to Buyer concerning the status of the Business and its business, operations and finances; (e) make no material changes in management personnel employed in the Business without prior consultation with Buyer; (f) maintain its assets the Assets in a state of repair and condition that complies with Laws Legal Requirements and is consistent with the requirements and normal conduct of the Company’s Seller's business; (g) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (h) comply with all Laws Legal Requirements and contractual obligations applicable to the operations of the Company’s businessBusiness; (i) continue in full force and effect the insurance coverage of the Business and Assets under the policies set forth in Schedule 2.13 currently maintained or substantially equivalent policies; (j) except as cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to comply with ERISA or operate the Business from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Planwhere permissible, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of obtaining new Governmental Authorizations for Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this AgreementContemplated Transactions, all without further consideration; and; (l) maintain all books and records Records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of businessBusiness; and (m) not remove or transfer any Inventory from the Houston Store (except Inventory sold to retail customers in the Ordinary Course of Business); provided further, consistent with past practicethat Seller and Shareholder represent that since April 22, 2005 no Inventory has been removed or transferred from the Houston Store (except Inventory sold to retail customers in the Ordinary Course of Business).

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company shall (and the Members shall cause the Company to):Seller shall: (a) conduct its business Business only in the ordinary course Ordinary Course of businessBusiness, consistent except that Seller may take actions necessary or advisable to comply with past practiceits obligations under this Agreement; (b) except as otherwise directed requested by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best commercially reasonable efforts in the Ordinary Course of Business to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with BuyerBuyer outside the Ordinary Course of Business; (fd) maintain its assets the Assets and the Leased Real Property in a state of repair and condition that complies with Laws and is consistent with Legal Requirements (and, as applicable, each Real Property Lease) in the requirements and normal conduct Ordinary Course of the Company’s businessBusiness; (ge) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness and the Assets, except in the Ordinary Course of Business; (hf) comply comply, in all material respects, with all Laws Legal Requirements and contractual obligations applicable to the operations of Business and the Company’s businessAssets; (ig) continue in full force and effect the insurance coverage under the policies set forth in Schedule 2.13 Insurance Policies or substantially equivalent policies; (jh) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the CodeCode or except as set forth in this Agreement, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Plan, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of Buyer, provided that the Company Seller shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the ClosingClosing Date; (ki) upon request from time to time, execute reasonably cooperate with Buyer and deliver all documents, make all truthful oaths and do all other acts that may be reasonably necessary or desirable assist Buyer in identifying the opinion of Governmental Authorizations required by Buyer to consummate operate the transactions contemplated by this AgreementBusiness from and after the Closing Date and either transferring existing Governmental Authorizations of Seller to Buyer, all without further considerationwhere permissible, or obtaining new Governmental Authorizations for Buyer; and (lj) maintain all books and records Records of the Company Seller relating to the CompanySeller’s business Business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Shareholders and Xx. Xxxxxx shall cause the Company Seller to): (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with obtain the approval of Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without the prior consultation with approval of Buyer; (f) maintain its assets the Acquired Assets in a state of repair and condition that complies with Laws applicable legal requirements and is consistent with the requirements and normal conduct of the Company’s businessBusiness; (g) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (h) materially comply with all Laws legal requirements (including all Laws) and contractual obligations applicable to the operations of the Company’s businessBusiness; (i) continue in full force and effect the insurance coverage under maintained by the policies set forth in Schedule 2.13 or substantially equivalent policiesCompany on the date of this Agreement; (j) except as cooperate with Buyer and assist Buyer in identifying any Permits or other governmental authorizations that Buyer is required to comply with ERISA obtain in order to operate the Business from and after the Closing Date and either transferring existing Permits or other governmental authorizations of Seller to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Planwhere permissible, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of obtaining new Permits or other governmental authorizations for Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths documents and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further consideration; and (l) maintain all books and records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.

Operation of the Business of Seller. Between the date of this Agreement and the Closing, the Company Seller shall (and the Members Member shall cause the Company Seller to): (a) conduct its business only in the ordinary course Ordinary Course of business, consistent with past practiceBusiness; (b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its best efforts Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it; (c) confer with Buyer prior to implementing operational decisions of a material nature; (d) otherwise report periodically to Buyer concerning the status of its business, operations and finances; (e) make no material changes in management personnel without prior consultation with Buyer; (f) maintain its assets the Acquired Assets in a state of repair and condition that complies with Laws applicable legal requirements and is consistent with the requirements and normal conduct of the Company’s businessBusiness; (g) keep in full force and effect, without amendment, all material rights relating to the Company’s businessBusiness; (h) comply with all Laws and contractual obligations and material legal requirements applicable to the operations of the Company’s businessBusiness; (i) continue in full force and effect the insurance coverage under maintained by the policies set forth in Schedule 2.13 or substantially equivalent policiesCompany on the date of this Agreement; (j) except as cooperate with Buyer and assist Buyer in identifying any Permits or other governmental authorizations that Buyer is required to comply with ERISA obtain in order to operate the Business from and after the Closing Date and either transferring existing Permits or other governmental authorizations of Seller to maintain qualification under Section 401(a) of the Code, not amend, modify or terminate any Employee Benefit Plan without the express written consent of Buyer, and except as required under the provisions of any Employee Benefit Planwhere permissible, not make any contributions to or with respect to any Employee Benefit Plan without the express written consent of obtaining new Permits or other governmental authorizations for Buyer, provided that the Company shall contribute that amount of cash to each Employee Benefit Plan necessary to fully fund all of the benefit liabilities of such Employee Benefit Plan on a plan-termination basis as of the Closing; (k) upon request from time to time, execute and deliver all documents, make all truthful oaths documents and do all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the transactions contemplated by this Agreement, all without further consideration; and (l) maintain all books and records of the Company Seller relating to the Company’s business Business in the ordinary course Ordinary Course of business, consistent with past practiceBusiness.