ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:
Operations Prior to the Closing Date (a) Subject to the terms and conditions of this Agreement, Seller shall use reasonable efforts to cause the Companies to conduct the Business in the ordinary course in all material respects as operated prior to the date of this Agreement. Consistent with the foregoing, Seller shall cause each of the Companies to use its commercially reasonable best efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies.