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

Conduct of Business Before Closing Date. During the period --------------------------------------- pending the Closing or earlier termination of this Agreement, except as otherwise permitted or required by this Agreement, Seller shall: (a) conduct the operations of the Assets in the ordinary and usual course and use its reasonable efforts to maintain and preserve intact its business organization and relationships; (b) notify Purchaser of any emergency or other material change in the normal course of operations of the Assets and of any pending or threatened governmental complaints, investigations, or hearings (communications indicating that the same may be contemplated) that would be material to the Assets; (c) 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; (d) take no action that, or omit to take any action that the failure to take which, would cause or permit the Seller's representations and warranties in this Agreement to be untrue in any material respect at the Closing; (e) maintain existing insurance coverage for the Assets; (f) not mortgage, pledge, or otherwise encumber, or lease any of the Assets except for the Existing Tower Construction Sites and the Future Towers; (g) not accelerate, modify, or cancel any Tower Lease or Ground Lease, or any other agreement or license constituting a part of the Assets, except to the extent reasonably necessary to enforce Seller's rights thereunder; (h) not enter into any other commitment or transaction that is material to this Agreement or to the transactions contemplated hereby or that will materially and adversely affect the Assets; and (i) use commercially reasonable efforts to obtain any Consent, that are required to consummate the Seller's obligations contemplated by this Agreement.

Conduct of Business Before Closing Date. During the period --------------------------------------- pending the --------------------------------------- Closing or earlier termination of this Agreement, except as otherwise permitted or required by this Agreement, Seller shall: (a) conduct the operations of the Assets in the ordinary and usual course and use its reasonable efforts to maintain and preserve intact its business organization and relationships; (b) notify Purchaser of any emergency or other material change in the normal course of operations of the Assets and of any pending or threatened governmental complaints, investigations, or hearings (communications indicating that the same may be contemplated) that would be material to the Assets; (c) 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; (d) take no action that, or omit to take any action that the failure to take which, would cause or permit the Seller's representations and warranties in this Agreement to be untrue in any material respect at the Closing; (e) maintain existing insurance coverage for the Assets; (f) not mortgage, pledge, or otherwise encumber, or lease any of the Assets except for the Existing Tower Construction Sites and the Future Towers; (g) not accelerate, modify, or cancel any Tower Lease or Ground Lease, or any other agreement or license constituting a part of the Assets, except to the extent reasonably necessary to enforce Seller's rights thereunder; (h) not enter into any other commitment or transaction that is material to this Agreement or to the transactions contemplated hereby or that will materially and adversely affect the Assets; and (i) use commercially reasonable efforts to obtain any Consent, that are required to consummate the Seller's obligations contemplated by this Agreement.