Common use of Conduct of Business Before Closing Date Clause in Contracts

Conduct of Business Before Closing Date. Except as otherwise provided for in this Agreement, until the Closing, except as otherwise permitted or required by this Agreement, Seller shall use its best efforts to: (i) conduct the operations of the Business in the ordinary and usual course and use its reasonable efforts to maintain and preserve intact its business organization and relationships; (ii) not solicit, initiate, or encourage or authorize, directly or indirectly, any inquiry or proposal for the acquisition of all or any material part of the Assets, or enter into negotiations for any such proposal, or provide any person with information or assistance in furtherance of any such inquiry or proposal, and promptly notify Purchaser of all inquiries or proposals received with respect to such matters; (iii) take no action that, or omit to take any action that the failure to take which, would cause or permit Seller's representations and warranties in this Agreement to be untrue in any material respect at the Closing; (iv) maintain existing insurance coverage for Seller, the Business, and the Assets; (v) not sell, transfer, mortgage, pledge, or otherwise convey, encumber, or lease any of the Assets; (vi) not accelerate, modify, or cancel any Contracts or Licenses; and (vii) not enter into any other commitment or transaction that is material to this Agreement or to the transactions contemplated hereby or that could materially and adversely affect the Business or the Assets.