MAKING ANY COMMITMENT ON BUYER'S
BEHALF, USE ITS COMMERCIALLY REASONABLE EFFORTS TO, IN ALL MATERIAL RESPECTS,
PRESERVE INTACT THE CURRENT BUSINESS ORGANIZATION, KEEP AVAILABLE THE SERVICES
OF ITS EMPLOYEES AND AGENTS AND MAINTAIN ITS RELATIONS AND GOODWILL WITH
SUPPLIERS, CUSTOMERS, LANDLORDS, CREDITORS, EMPLOYEES, AGENTS AND OTHERS HAVING
BUSINESS RELATIONSHIPS WITH IT;
(C)
EXCEPT FOR CAUSE, MAKE NO MATERIAL CHANGES
IN MANAGEMENT PERSONNEL OF THE BUSINESS;
(D)
NOT HIRE ANY MANAGEMENT PERSONNEL OF THE
BUSINESS, MAKE ANY CHANGES TO ANY SELLER BENEFIT PLAN AFFECTING THE AFFECTED
EMPLOYEES, OR INCREASE THE WAGES, SALARIES OR BENEFITS OF ANY AFFECTED EMPLOYEE
OR PURCHASED SUBSIDIARY EMPLOYEE, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
OR PURSUANT TO LEGAL REQUIREMENT;
(E)
MAINTAIN THE ASSETS IN A STATE OF REPAIR
AND CONDITION THAT COMPLIES WITH LEGAL REQUIREMENTS, IS CONSISTENT WITH THE
REQUIREMENTS AND NORMAL CONDUCT OF THE BUSINESS AND CONSISTENT WITH THE RECENT
NORMAL AND ROUTINE MAINTENANCE SCHEDULE PERFORMED BY SELLERS;
(F)
USE ITS COMMERCIALLY REASONABLE EFFORTS
TO KEEP IN FULL FORCE AND EFFECT, WITHOUT AMENDMENT, ALL MATERIAL RIGHTS
RELATING TO THE BUSINESS;
(G)
COMPLY WITH ALL LEGAL REQUIREMENTS AND USE
ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH ALL CONTRACTUAL OBLIGATIONS
APPLICABLE TO THE OPERATIONS OF THE BUSINESS;
(H)
CONTINUE IN FULL FORCE AND EFFECT THE
INSURANCE COVERAGE UNDER THE POLICIES SET FORTH IN SECTION 3.18(A) OF THE SELLER
DISCLOSURE LETTER OR SUBSTANTIALLY EQUIVALENT POLICIES;
(I)
NOT ENTER INTO A SELLER CONTRACT OR BID
DESCRIBED IN SECTION 3.17(A) OR RELATING TO BUSINESS INTELLECTUAL PROPERTY OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS;
(J)
NOT DISPOSE OF OR PERMIT TO LAPSE ANY
RIGHTS TO THE USE OF ANY BUSINESS INTELLECTUAL PROPERTY OR PERMIT ANY
GOVERNMENTAL AUTHORIZATION TO EXPIRE EXCEPT TO THE EXTENT SELLERS HAVE USED
THEIR REASONABLE COMMERCIAL EFFORTS TO HAVE SUCH GOVERNMENTAL AUTHORIZATION
RENEWED;
(K)
MAINTAIN ALL BOOKS AND RECORDS OF SELLERS
AND THE PURCHASED SUBSIDIARIES RELATING TO THE BUSINESS IN THE ORDINARY COURSE
OF THE BUSINESS CONSISTENT WITH PAST PRACTICES;
(L)
WITH RESPECT TO ANY PURCHASED
SUBSIDIARY, AMEND ITS CONSTITUENT DOCUMENTS OR TAKE ANY OTHER ACTION (INCLUDING
REDEEMING OR ISSUING EQUITY INTERESTS) AFFECTING ANY SELLER'S OR PURCHASED
SUBSIDIARY'S OWNERSHIP RIGHTS IN ANOTHER PURCHASED SUBSIDIARY;
47
(M)
WITH RESPECT TO ANY PURCHASED SUBSIDIARY,
FORM, DISSOLVE OR LIQUIDATE ANY SUBSIDIARIES;
(N)
WITH RESPECT TO ANY PURCHASED SUBSIDIARY,
ADOPT, AMEND, RENEW OR TERMINATE (OR GIVE NOTICE OF TERMINATION OF) A SELLER
BENEFIT PLAN; AND
(O)
WITH RESPECT TO ANY PURCHASED SUBSIDIARY,
VARY ANY TERMS OF ANY OF ITS INSURANCE POLICIES OR KNOWINGLY TAKE ANY ACTION
WHICH MAY INVALIDATE SUCH POLICIES OR TAKE OUT ANY ADDITIONAL OR REPLACEMENT
POLICIES OTHER THAN RENEWALS; AND
(P)
WITH RESPECT TO ANY PURCHASED SUBSIDIARY,
MAKE A TAX ELECTION, AMEND A TAX RETURN, SETTLE A TAX CLAIM OR ASSESSMENT,
SURRENDER A RIGHT TO CLAIM A TAX REFUND, CHANGE ANY METHOD OF TAX ACCOUNTING OR
CONSENT TO AN EXTENSION OR WAIVER OF THE LIMITATION PERIOD APPLYING TO A TAX
WITH RESPECT TO IT, ITS ASSETS, OR THE BUSINESS.
6.3
NEGATIVE COVENANT
Except as otherwise expressly