Seller will Sample Clauses

Seller will. (i) not sell or transfer any of its assets other than in the ordinary course of business consistent with past practices or (ii) not incur any material obligations or liabilities or enter into any material transaction, contract, arrangement or agreement without the prior written consent of Buyer; and
Seller will. (i) conduct its business and operations in the manner in which the same have heretofore been conducted; (ii) preserve its business organization intact; (iii) keep available the services of its officers, employees, agents and distributors and (iv) preserve its relationships with customers, suppliers and others having dealings with Seller;
Seller will notify Buyer as promptly as practicable of any significant change in the ordinary course of business for the Business and of any material Proceedings (Threatened or pending) involving or affecting the Business or the transactions contemplated by this Agreement, and shall use reasonable efforts to keep Buyer fully informed of such events.
Seller will. (a) keep all 3M Confidential Information confidential; (b) use 3M Confidential Information only as necessary to perform Seller’s obligations under the Order; and (c) assure that its employees, agents, and 3M-approved subcontractors abide by these confidentiality obligations. If Seller receives any tangible materials constituting 3M Confidential Information, then Seller will return those to 3M, on 3M’s request or at the end of the applicable Order. 3M Confidential Information does not include information that is: (x) available to the public in any publication; (y) known to Seller prior to its receipt from 3M as evidenced by Seller’s written records; or (z) available to Seller from another source without breach of any agreement or violation of law. If required by judicial or administrative process to disclose 3M Confidential Information, Seller agrees to promptly give 3M notice, allow 3M reasonable time to oppose such process, and seek to have the third party treat the information confidentially to the extent legally permissible.
Seller will. (i) (A) maintain the Transferred Assets in the ordinary course of business consistent with past practice in operating order and at least the condition in effect as of the date hereof, reasonable wear and tear excepted, (B) promptly repair, restore or replace any Transferred Assets in use on the date hereof except Transferred Assets sold in the ordinary course of business consistent with past practice, (C) upon any damage, destruction or loss to any of the Transferred Assets, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the Transferred Assets before such event, (D) use its reasonable efforts to obtain, prior to the Closing Date, all Required Consents, and (E) take all actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits;
Seller will. (i) (1) maintain the Acquisition Assets in the ordinary course of business in good operating order and condition, reasonable wear and tear excepted, and (2) upon any damage, destruction or loss to any of the Acquisition Assets, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the Acquisition Assets before such event;
Seller will. (i) use commercially reasonable efforts to keep available the services of the employees listed on the Offer Schedule and Review Schedule (including by enforcing any restrictions on Seller's employees with respect to soliciting or hiring employees listed on those schedules), and use commercially reasonable efforts to replace all such employees whose employment terminates before the Closing Date, in accordance with past hiring practices; provided, that Holdco must consent to the hiring of any replacement employee with an annual compensation of $50,000 or more;
Seller will. (i) (A) use its commercially reasonable efforts to maintain the Transferred Assets in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear, damage by fire and other casualty excepted and (B) promptly repair, restore or replace any Transferred Assets in the ordinary course of business consistent with past practice;
Seller will. (1) operate its business only in the usual, regular and ordinary manner as such business was conducted before the Balance Sheet Date;
Seller will. 11.7.1 safeguard all Freescale’s property while it is in Seller’s custody or control;