Conduct of Business Prior to the Closing (a) During the Interim Period, except (1) as provided for in this Agreement, (2) as required by applicable Law or GAAP or (3) to the extent that Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), each of Seller and Seller Parent shall (x) conduct the Business in the ordinary course of business and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Business and to preserve the rights, franchises, goodwill and relationships of the employees, customers, suppliers, regulators and others having business relationships with Seller and Seller Parent with respect to the Business. For the elimination of doubt, nothing contained in this Section 4.3 shall impose any restriction on, or impose obligations of Seller or Seller Parent with respect to, the Excluded Business (including, for the avoidance of doubt, selling or continuing to operate any segment of the Excluded Business) or the Excluded Assets.
(b) During the Interim Period, Seller and Seller Parent shall:
(i) not sell, lease, transfer, license, pledge, dispose of, assign, or otherwise encumber or subject to any Encumbrance (other than any Permitted Encumbrance) any of the Purchased Assets or any rights thereto, other than inventory in the ordinary course of business;
(ii) comply in all material respects with all Laws applicable to the Business, the Purchased Assets and the Assumed Liabilities;
(iii) keep in full force and effect the Insurance Policies (or replacement insurance materially comparable in amount and scope to insurance currently carried by Seller and Seller Parent with respect to the Business);
(iv) preserve and maintain in effect all material Permits necessary to carry on the Business as currently conducted or for the ownership and use of the Purchased Assets;
(v) not cancel, compromise, waive, or release any material right or claim constituting a Purchased Asset, other than in the ordinary course of business;
(vi) not grant any license or sublicense of any rights under or with respect to any Business Intellectual Property other than in the ordinary course of business;
(vii) not make or authorize any change in any of Seller’s Organizational Documents to the extent such amendment or change would prevent, impede or delay the consummation of the transactions contemplated hereby or otherwise adversely affect the Purchased Assets or the Assumed Liabilities;
(viii) not make any increase in the base compensation or target bonus of any of the Business Employees, except in the ordinary course of business and consistent with past practice or as may be required by any Law or Contract;
(ix) not amend, change, supplement, waive or terminate any Material Contract or any other Contract that is an Assigned Contract, except for renewals in the ordinary course of business;
(x) not enter into, amend, change, supplement, waive or terminate any Material Contract or any other Contract that is an Assigned Contract (A) that would reasonably be expected to have an adverse effect on the Business or any of the Purchased Assets or the Assumed Liabilities, or (B) pursuant to which any Person (other than Buyer and its Affiliates) is first granted, or that otherwise first subjects Buyer or any of its Affiliates to, (1) any covenants or provisions restricting competition or prohibiting any of them from freely engaging in the Business or otherwise restricting the conduct of the Business or use of the Purchased Assets in any market, geographic area or other jurisdiction, (2) any “most favored nation” or “best pricing” terms or any type of exclusivity, special discount, right of first refusal, first notice or first negotiation with respect to any of the Purchased Assets or (3) any license, covenant not to sue, immunity or other similar right with respect to or under any of the Purchased Assets;
(xi) not enter into, amend, change, supplement or negotiate any collective bargaining agreement or other agreement with a labor union, profit sharing, defined compensation, severance or other plan or arrangement for the benefit of a Seller Party’s current directors, officers and employees;
(xii) not terminate the employment of any Business Employee, except for cause, within the ninety (90) day period prior to the Closing Date;
(xiii) use commercially reasonable efforts to enforce any and all non-solicitation agreements or other agreements containing restrictive covenants with respect to each Business Employee;
(xiv) not make any material change in its methods of accounting or accounting principles or practices used in the Business (including with respect to reserves);
(xv) not commence, negotiate, settle, pay, discharge or satisfy any Action primarily relating to the Business or any of the Purchased Assets or the Assumed Liabilities;
(xvi) not acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any Person, in each case if such transaction has an adverse effect on the Business or any of the Purchased Assets or the Assumed Liabilities;
(xvii) not terminate or close any facility or operation used in the Business;
(xviii) settle or compromise any Action in respect of material Taxes; enter into any Contract in respect of material Taxes with any Governmental Authority; or amend any Tax Return, in each case, with respect to the Purchased Assets or the Business and to the extent such action would reasonably be expected to result in any increase in the Liability for Taxes of Buyer or its Affiliates;
(xix) not take or omit to take any action which has, individually or in the aggregate, a Material Adverse Effect;
(xx) not acquire any real property that would constitute a Purchased Asset; and
(xxi) not enter into a binding agreement to do any of the foregoing.