IN THE ORDINARY COURSE OF BUSINESS;
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(B)
USE COMMERCIALLY REASONABLE, GOOD FAITH
EFFORTS TO PRESERVE INTACT THE CURRENT BUSINESS ORGANIZATION OF SELLER RELATING
TO THE ACQUIRED ASSETS, KEEP AVAILABLE THROUGH THE CLOSING THE SERVICES OF ALL
CURRENT EMPLOYEES, AND MAINTAIN THE RELATIONS AND GOODWILL WITH SUPPLIERS,
CUSTOMERS, DISTRIBUTORS, LICENSORS, LICENSEES, LANDLORDS, TRADE CREDITORS,
EMPLOYEES, AGENTS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH SELLER RELATING
TO THE ACQUIRED ASSETS, ALL WITH THE GOAL OF PRESERVING UNIMPAIRED THE CURRENT
STATUS AND CONDITION OF THE ACQUIRED ASSETS AT THE CLOSING FOR THE BENEFIT OF
BUYER;
(C)
CONFER WITH BUYER PRIOR TO MAKING OR
IMPLEMENTING BUSINESS OR OPERATIONAL DECISIONS OF A MATERIAL NATURE RELATING TO
THE ACQUIRED ASSETS;
(D)
CAUSE APPROPRIATE PERSONNEL TO DELIVER TO
BUYER ON OR BEFORE THE CLOSING DOCUMENTATION OF ALL SELLER INTELLECTUAL PROPERTY
IN A FORM AND WITH DETAIL REASONABLY ACCEPTABLE TO BUYER;
(E)
MAINTAIN THE BOOKS AND RECORDS IN THE
ORDINARY COURSE OF BUSINESS;
(F)
REPORT PROMPTLY TO BUYER CONCERNING ANY
MATERIAL EVENT OR OCCURRENCE RELATING TO THE BUSINESS OF SELLER THAT IS NOT IN
THE ORDINARY COURSE OF BUSINESS, AND REPORT PROMPTLY TO BUYER ANY MATERIAL EVENT
RELATING TO ANY ACQUIRED ASSET OR ANY EMPLOYEE;
(G)
PREPARE A COMPLETE AND ACCURATE INFORMATION
STATEMENT REGARDING THE ACQUISITION, THIS AGREEMENT AND THE COLLATERAL
AGREEMENTS FOR PURPOSES OF SOLICITING THE REQUIRED SUPERMAJORITY APPROVALS (THE
"INFORMATION STATEMENT").
6.3
Negative Covenants.
Expect as otherwise
expressly permitted herein, from and after the date of this Agreement until the
earlier to occur of the Closing and the termination of this Agreement in
accordance with its terms, Seller will not take, without the prior written
consent of Buyer, any action, or fail or omit to take any reasonable action
within its control, as a result of which any of the changes or events described
in Section 4.6 of this Agreement would occur.
In addition, without the prior
written consent of Buyer, Seller agrees not to do any of the following:
(A)
TAKE ANY ACTION TO IMPAIR, ENCUMBER, CREATE
A LIEN AGAINST, OR OTHERWISE ADVERSELY AFFECT ANY ACQUIRED ASSET;
(B)
ENTER INTO ANY CONTRACT(S) (OTHER THAN
COLLATERAL AGREEMENTS) IF (I) SUCH CONTRACT IS OUTSIDE THE ORDINARY COURSE OF
BUSINESS; (II) SUCH CONTRACT CREATES ANY LIABILITY(IES) FOR BUYER OR SELLER IN
EXCESS OF $5,000 INDIVIDUALLY OR, IF ALL SUCH CONTRACTS ARE AGGREGATED, IN
EXCESS OF $25,000; OR (III) SUCH CONTRACT IS NOT TERMINABLE AT THE WILL OF
SELLER WITHOUT PENALTY OR RECOURSE;
(C)
AMEND, MODIFY, OR WAIVE ANY RIGHT WITH
RESPECT TO, OR BREACH, VIOLATE, OR DEFAULT UNDER ANY ASSIGNED-IN LICENSE
CONTRACT, ADDITIONAL ASSIGNED CONTRACT OR ANY OTHER MATERIAL CONTRACT;
(D)
SELL, LEASE, LICENSE, OR OTHERWISE TRANSFER
OR DISPOSE OF ANY SELLER INTELLECTUAL PROPERTY (OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS), OR PURCHASE, LEASE, LICENSE, OR OTHERWISE ACQUIRE ANY
INTELLECTUAL PROPERTY FROM ANY PERSON ;
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(E)
GRANT TO ANY PERSON ANY MARKET,
DISTRIBUTION, OR SIMILAR RIGHTS OF ANY TYPE OR SCOPE WITH RESPECT TO ANY PRODUCT
OR TECHNOLOGY OF SELLER (INCLUDING, WITHOUT LIMITATION, ANY