Common use of Continued Operation of Business Clause in Contracts

Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer’s prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller’s and each of the Acquired Aether Entities’ operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller’s and each of the Acquired Aether Entities’ present business organization and structure, the goodwill of the Business, to preserve Seller’s rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller’s and each of the Acquired Aether Entities’ relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract; (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller’s insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.

Continued Operation of Business. Except as provided on Schedule 6.1(b6.1(c), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer’s 's prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller’s and each of the Acquired Aether Entities’ 's operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller’s and each of the Acquired Aether Entities’ 's present business organization and structure, the goodwill of the Business, to preserve Seller’s 's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller’s and each of the Acquired Aether Entities’ 's relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule Employees referred to in Section 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased AssetsAssets and, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and Agreement and/or the AAE Purchased Assets Transition Services Agreement in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract;; and (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller’s insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.

Continued Operation of Business. Except as provided on Schedule 6.1(b), or as expressly required or contemplated by the terms of this Agreement, or unless Seller obtains Buyer’s 's prior written approval, from the date hereof through the Closing Date, Seller shall, and shall cause each Acquired Aether Entity to: (i) operate the Business in a reasonable and prudent manner, to conduct Seller’s 's and each of the Acquired Aether Entities’ ' operations according to the ordinary and usual course consistent with past practice, to preserve intact Seller’s 's and each of the Acquired Aether Entities’ ' present business organization and structure, the goodwill of the Business, to preserve Seller’s 's rights to be assigned to Buyer hereunder, and to use commercially reasonable efforts to preserve Seller’s 's and each of the Acquired Aether Entities’ ' relationships with customers, suppliers, and other Persons having material business dealings with Seller and the Acquired Aether Entities that are material to the operation of the Business; (ii) maintain the Books and Records in the usual and ordinary manner and in a manner that fairly and correctly reflects the income, expenses, assets and Liabilities of the Business in accordance with GAAP; (iii) pay all Accounts Payable related to the Business on a current basis, but in no event later than thirty (30) days after they become due, except Accounts Payable being contested in good faith; (iv) exercise commercially reasonable efforts to retain the employees identified on Schedule 4.21(a); (v) use commercially reasonable efforts to preserve and maintain the Purchased Assets, the assets and properties of Seller not used exclusively in the Business but to be leased or licensed to Buyer pursuant to the Deal License Agreement, the Trademark License Agreement, and the AAE Purchased Assets in reasonably good operating condition, normal wear and tear excepted; (vi) continue the pricing, procurement and purchasing policies of the Business, in accordance with past practice; (vii) consult with Buyer prior to any renewal, amendment, extension or termination of, waiver of any right under, or any failure to renew, any Material Contract; (viii) use commercially reasonable efforts to keep in full force and effect all of the Insurance Polices under the same terms and coverage; and (ix) keep in full force and effect all of Seller’s 's insurance policies if the termination or nonreplacement of such policy is reasonably expected to have a Material Adverse Effect.