Conduct of the Business; Notices. During the period from the Original Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing (the “Pre-Closing Period”), the Company shall, and shall cause each other Acquired Company to:
(a) conduct Business solely in the ordinary course consistent with past practice (except to the extent expressly provided otherwise herein, as consented to in writing by Acquirer, or if and to the extent necessary to comply with Public Health Recommendations or other Applicable Law and with prior written notice of such actions to Acquirer) and in compliance with Applicable Law;
(i) pay and perform all of its undisputed debts and other obligations (including Taxes) when due, including fully paying and discharging the items on Schedule 5.1(b) (the “Specified Liabilities”) (ii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, (iii) sell the Company’s products and services consistent with past practice as to discounting, license, service and maintenance terms, incentive programs and revenue recognition and other similar terms, and (iv) use its commercially reasonable efforts consistent with past practice to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it;
(c) promptly notify Acquirer of any written notice or other written communication received by the Company from any Person alleging that the consent of such Person is or may be required in connection with the Transactions;
(d) promptly notify Acquirer (to the extent legally permissible) of any written notice or other written communication from any Governmental Entity (i) relating to the Transactions, (ii) indicating that a Company Authorization has been or is about to be revoked or (iii) indicating that a Company Authorization is required in any jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain would reasonably be expected to be material to the Acquired Companies; and
(e) to the extent not otherwise required by this Section 5.1, promptly notify Acquirer of any change, occurrence or event that, individually or in the aggregate with any other changes, occu...
Conduct of the Business; Notices. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company and the Acquirer shall:
(a) conduct the Business solely in the ordinary course and consistent with past practice (except to the extent expressly provided otherwise herein or as consented to in writing by Acquirer and the Company) and in compliance with Applicable Law;
(i) pay and perform all of its undisputed debts and other obligations (including Taxes) when due, (ii) use commercially reasonable efforts, and otherwise consistent with past practice and policies, to collect accounts receivable when due and not extend credit outside of the ordinary course of business and consistent with past practice, (iii) use its commercially reasonable efforts, and otherwise consistent with past practice and policies, to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing;
Conduct of the Business; Notices. Except as expressly contemplated by this Agreement (or as consented to in writing by Acquirer) during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall:
