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. (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 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) maintain the Transferred Assets in the ordinary course of business consistent with past practice and in good operating order and condition, reasonable wear and tear, damage by fire and other casualty excepted, (B) promptly repair, restore or replace any Transferred Assets if required in the ordinary course of business consistent with past practice and (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;
(ii) comply with all Applicable Laws;
(iii) file all foreign, federal, state and local Tax Returns required to be filed and make timely payment of all applicable Taxes when due;
(iv) use its best efforts to obtain, prior to the Closing Date, all Required Consents;
(v) take all reasonable actions necessary to be in compliance with, and to maintain the effectiveness of, all material Permits;
(vi) promptly notify Buyer in writing of any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a material adverse effect on the Division, the Transferred Assets or the financial condition or results of operations of Seller;
(vii) promptly notify Buyer in writing of the commencement of any Proceeding by or against Seller, or Seller becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding related to or in any way affecting the Division; and
(viii) promptly notify Buyer in writing of the occurrence of any breach by Seller of any representation or warranty or any covenant or agreement, contained in this Agreement.
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;
(ii) maintain the tangible Acquired Assets in good repair, order and condition (ordinary wear and tear excepted);
(iii) make the Modem Inventory available to Holdco for deployment, pursuant to the Management Agreement;
(iv) maintain in full force and effect, policies of insurance with respect to the Cable Modem Business consistent with past practices;
(v) maintain its books, records and accounts related to the Cable Modem Business in the ordinary course of business consistent with past practices;
(vi) report and write off accounts receivable related to the Cable Modem Business only in accordance with past practices;
(vii) withhold and pay when due all Taxes relating to Hired Employees, the Acquired Assets and the Cable Modem Business;
(viii) comply in all material respects with all Legal Requirements with respect to the Cable Modem Business;
(ix) provide Holdco with copies of any revenue agent's reports or written assertions of deficiencies or other liabilities for Taxes received after the date hereof up to and including the Closing Date within ten (10) days of receipt thereof (but in no event later than the Closing Date); and
(x) provide Holdco with copies of material reports, audits, studies, or analyses of any kind whatsoever in the possession of Seller, or under its control, relating to environmental matters affecting the Acquired Assets.
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;
(ii) use its commercially reasonable efforts to comply with all material Applicable Laws;
(iii) use its commercially reasonable efforts to obtain, prior to the Closing Date, all Required Consents set forth on Schedule 3.11(b);
(iv) use its commercially reasonable efforts to be in compliance with, and to maintain the effectiveness of, all Permits; and
(v) promptly notify Newco in writing of the occurrence of any material breach by such Seller of any representation or warranty, or any covenant or agreement, contained in this Agreement.
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. (1) operate its business only in the usual, regular and ordinary manner as such business was conducted before the Balance Sheet Date;
(2) maintain all properties necessary to conduct its business, whether owned or leased, in substantially the same condition as they now are, except for (A) damage due to unavoidable casualty; and (B) reasonable wear and tear which do not materially adversely affect its operations;
(3) as to any material Purchased Asset damaged before the Closing by casualty not covered by insurance, at Buyer's option, either (A) restore it to its condition before such damage; (B) replace it with another item of similar quality and condition; or (C) reduce its net book value by the amount of such loss;
(4) maintain its books, records and accounts in the usual, regular and ordinary manner, on a basis consistent with that used in prior periods;
(5) comply in all material respect with all laws that apply to the conduct of its business;
(6) perform all of its material obligations (including paying tax liabilities) without default;
(7) promptly give Buyer written notice of any damage to Purchased Assets of more than $25,000;
(8) preserve its business organization intact, and preserve the good will and business of the customers, suppliers and other persons having business relations with Seller, and retain the services of its present employees; and
(9) maintain all of its assets in substantially the same condition as they now are (subject to reasonable wear and tear), and replace all items of equipment at time intervals consistent with past practice.
Seller will. (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;
(ii) comply with all material Applicable Laws;
(iii) promptly notify Buyer in writing of (A) any action, event, condition or circumstance, or group of actions, events, conditions or circumstances, that results in, or could reasonably be expected to result in, a Material Adverse Effect, other than changes in general economic conditions, (B) the commencement of any Proceeding by or against Seller, or Seller becoming aware of any threat, claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance that could reasonably be expected to result in a Proceeding, and (C) the occurrence of any breach by Seller of any representation or warranty, or any covenant or agreement, contained in this Agreement.
Seller will. (a) execute and deliver to BUYER an assignment and bill of sale in substantially the form attached hereto;
(b) deliver to BUYER (i) the certificate of SELLER with knowledge of the facts that each of the representations and warranties made by SELLER in clause 2.01 are true and correct as of such time, and (ii) the opinion of counsel described in Section 9.07;
(c) deliver to BUYER possession of the CONTRACT PROPERTIES;
(d) deliver to BUYER such of the following files maintained by it as relate to the CONTRACT PROPERTIES:
(1) land, lease and title files, and division order files,
