contemplated hereby based upon arrangements made by Buyer or on Buyer's behalf.
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SECTION 4.5
FUNDING
The Buyer has adequate funds on hand and will have adequate funds at Closing to
fund the entire Purchase Price.
ARTICLE V
COVENANTS
SECTION 5.1
CONDUCT OF THE BUSINESS
Seller agrees that, during the period from the date of this Agreement to the
Closing Date, except (i) as otherwise expressly contemplated by this Agreement
or the transactions contemplated hereby, or (ii) as consented to by Buyer in
writing, it shall (and Seller shall cause the other members of the Seller Group
to):
(A)
CONDUCT THE BUSINESS IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE;
USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE INTACT THE BUSINESS'
ORGANIZATION; USE COMMERCIALLY REASONABLE EFFORTS TO KEEP AVAILABLE THE SERVICES
OF THE BUSINESS' CURRENT OFFICERS AND EMPLOYEES, AND PRESERVE RELATIONSHIPS WITH
THOSE PERSONS HAVING BUSINESS DEALINGS WITH THE BUSINESS TO THE END THAT ITS
GOODWILL AND ONGOING BUSINESS SHALL BE UNIMPAIRED AT THE TIME OF THE CLOSING,
INCLUDING THE PAYMENT OF ANY NECESSARY REGISTRATION, MAINTENANCE AND RENEWAL
FEES DUE PRIOR TO THE CLOSING DATE IN CONNECTION WITH THE REGISTERED
INTELLECTUAL PROPERTY INCLUDED WITHIN THE TRANSFERRED INTELLECTUAL PROPERTY; AND
(B)
NOT:
(I)
SELL, ASSIGN, SUBLEASE, LICENSE, TRANSFER, CONVEY OR OTHERWISE
DISPOSE OF ANY OF THE ASSETS OTHER THAN IN CONNECTION WITH SALES OF PRODUCTS TO
CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS;
(II)
MAKE ANY LOANS, ADVANCES (OTHER THAN ADVANCES IN THE ORDINARY
COURSE OF BUSINESS) OR CAPITAL CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY OTHER
PERSON ON BEHALF OF THE BUSINESS;
(III)
TERMINATE, MODIFY, TRANSFER OR AMEND ANY OF THE PERMITS (INCLUDING
ENVIRONMENTAL PERMITS) OR CONTRACTS OR EXCEPT IN THE ORDINARY COURSE OF
BUSINESS;
(IV)
ENTER INTO ANY NEW AGREEMENT RELATED TO THE BUSINESS OTHER THAN
RENEWALS OF EXISTING AGREEMENTS OR OTHERWISE IN THE ORDINARY COURSE OF BUSINESS;
(V)
INCREASE IN ANY MANNER THE COMPENSATION (CASH, EQUITY OR OTHERWISE)
OF ANY OF THE ELIGIBLE EMPLOYEES, EXCEPT FOR SUCH INCREASES AS ARE GRANTED IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE IN ACCORDANCE WITH
THE TERMS OF ANY EMPLOYMENT CONTRACT OR COLLECTIVE BARGAINING AGREEMENT AS
CURRENTLY IN EFFECT;
(VI)
GRANT ANY SEVERANCE OR TERMINATION PAY (CASH, EQUITY OR OTHERWISE) TO
ANY ELIGIBLE EMPLOYEE, EXCEPT PURSUANT TO WRITTEN AGREEMENTS OUTSTANDING, OR
POLICIES EXISTING, ON THE DATE HEREOF OR PAY ANY SPECIAL BONUS OR REMUNERATION
(CASH, EQUITY OR OTHERWISE) TO ANY ELIGIBLE EMPLOYEE;
(VII)
ADOPT, GRANT, EXTEND OR INCREASE THE RATE OR TERMS OF ANY BONUS,
INSURANCE PENSION OR OTHER EMPLOYEE BENEFIT PLAN, PAYMENT OR ARRANGEMENT MADE
TO, FOR OR WITH ANY ELIGIBLE EMPLOYEE, EXCEPT INCREASES REQUIRED BY ANY
APPLICABLE LAW;
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(VIII)
TERMINATE THE EMPLOYMENT OF ANY ELIGIBLE EMPLOYEE, EXCEPT FOR CAUSE,
PROVIDED SELLER PROVIDES NOTICE TO BUYER PRIOR TO ANY SUCH TERMINATION;
(IX)
MAKE OR CHANGE ANY MATERIAL TAX ELECTION OR METHOD OR PRACTICE OF
TAX ACCOUNTING, SETTLE OR COMPROMISE ANY CLAIM FOR TAXES, OR CONSENT TO THE
EXTENSION OR WAIVER OF THE STATUTORY PERIOD OF LIMITATIONS APPLICABLE TO