Common use of Conduct of the Business; Notices Clause in Contracts

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;

Appears in 1 contract

Samples: Merger Agreement

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