Common use of Continuity and Maintenance of Operations Clause in Contracts

Continuity and Maintenance of Operations. Current Financial Information. Except as Buyer may otherwise agree in writing, until the Closing: 1. Seller will continue to operate its Business in the ordinary course consistent with past practices and will use its best efforts to keep available the services of its employees employed in connection with the Business and to preserve any beneficial business relationships with customers, suppliers and others having business dealings with the Seller relating to the Business. Without limiting the generality of the foregoing, Seller will maintain the Assets in good condition and repair, will maintain adequate inventories of equipment consistent with past practice, will maintain insurance as in effect on the date of this Agreement, and will keep all of its business books, records and files in the ordinary course of business all in accordance with past practices. Seller will not itself, and nor will it permit any of its officers, directors, shareholders, agents or employees to, pay any of the subscriber accounts receivable prior to the Closing Date. Seller will continue to implement its procedures for disconnection and discontinuance of service to subscribers whose accounts are delinquent in accordance with those in effect on the date of this Agreement. 2. Seller agrees it will NOT: (a) make any material business decisions which could adversely affect the Business or the Assets; (b) change the rates charged for Programming Services from those listed on Schedule III.M hereto; (c) sell, transfer or assign any of the Assets (other than in the ordinary course of business) or permit the creation of any material encumbrance on any Asset; (d) permit the amendment or cancellation of any license or Seller Contract or any other material contract or agreement (other than those constituting Excluded Assets) which affects or is applicable to the Business; (e) enter into any contract or commitment or incur any indebtedness or other liability or obligation of any kind relating to the Business involving an expenditure which, in the aggregate, would exceed $50,000, if such contract, commitment, indebtedness, liability or obligation, by its terms, will survive the Closing; or (f) take or omit to take any action that would cause Seller to be in breach of any of its representations or warranties in this Agreement. Notwithstanding the foregoing, Seller may, at any time prior to or at the Closing, transfer, distribute, assign or sell to any person, or retain for Seller's own account, any or all of the Excluded Assets (none of which are to be transferred to Buyer at the Closing). 3. Seller will deliver to Buyer copies of unaudited, monthly statements of operating revenues of the Business and any internal financial reports with respect to the operations of the Business between the date of this Agreement and the Closing. 4. Following the Closing, Buyer may occupy the office premises currently used by Seller to conduct the Business, free of rent, for a period of 60 days. Seller will make such premises available to Buyer after such 60-day period pursuant to commercially reasonable lease terms to be negotiated by the parties. Seller will further provide for Buyer to maintain Seller's current arrangement with The Volcano Telephone Company for the provision of customer order processing for pay-per-view and similar services for a period of at least 60 days, with the charges for such services to be paid by Buyer.