Operation of the Business by Seller. Between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, unless otherwise approved in advance by Parent or Buyer in writing (the decision as to whether to provide such advance approval not to be unreasonably delayed), Seller will:
Operation of the Business by Seller. Seller agrees that from the date hereof until the Closing Date (unless Buyer shall otherwise consent in writing and unless otherwise expressly permitted hereunder) Seller shall (and shall cause its Affiliates to) (i) conduct the Business in the ordinary course consistent with past practice; (ii) use its commercially reasonable efforts to preserve intact the Business and relationships with third parties; (iii) taking into account the effects of this Agreement and the transactions contemplated hereby, keep available the services of the employees of the Business; (iv) confer with Buyer concerning operational matters of a material nature with respect to the Business; and (v) otherwise report periodically to Buyer concerning the status of the operations and finances of the Business and promptly convey the occurrence of any material event with respect to the Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, with respect to the Business, Seller will not (and will cause its Affiliates not to), without the consent of Buyer, which consent shall not be unreasonably withheld or delayed:
Operation of the Business by Seller. 7.1 From and after the date hereof, until Closing, Seller shall operate the Business in the ordinary course in a manner consistent with prior practices. Seller shall timely pay all taxes, fees, debts and liabilities of the Business, shall not breach or be in default under any existing agreements, and shall not allow any material adverse change to take place with respect to any aspect of the Business. Seller shall not incur any contractual obligations in excess of $25,000 without Buyer's consent, which shall not be unreasonably withheld or delayed. Seller shall not sell or encumber any of the Acquired Assets outside of the ordinary course of business without Buyer's consent.
Operation of the Business by Seller. Between the date of this Agreement and the Closing, Seller shall (a) conduct the Business only in the Ordinary Course of Business, (b) use its commercially reasonable efforts to preserve intact its current business organization with respect to the Business, (c) use its commercially reasonable efforts to keep available the services of its officers, employees and agents and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Business, and (d) not engage in any practice, take any action, or enter into any transaction which, if engaged in, taken or entered into at any time between March 31, 2010, and the date hereof would be required to be set forth in Schedule 3.6.
Operation of the Business by Seller