Common use of Restrictions in Operation of the Business Clause in Contracts

Restrictions in Operation of the Business. The Seller covenants that during the period from the date of this Agreement to the Closing: (i) the Business shall be conducted only in the ordinary course consistent with past practices; (ii) except with the consent of the Buyer, neither the Seller nor any Participating Subsidiary will sell, dispose, transfer, assign or otherwise remove any of the Assets other than Inventory in the ordinary course of business consistent with past practice; (iii) the Seller will timely and properly perform all of its obligations and commitments under all existing contracts and agreements pertaining to the Business, except as to amounts or obligations which the Seller contests in good faith and with appropriate proceedings; (iv) the Seller will use its best efforts to (a) preserve intact the Assets and the Business, (b) not do anything to cause its employees of the Business to seek employment elsewhere and (c) not impair relationships with Vendors, Customers, distributors and others having business relations with the Business;