Conduct of the Business Prior to the Closing. Except as otherwise specifically permitted or required by this Agreement or the Companion Agreements and except for matters identified in Section 5.01 of the Disclosure Schedule, from the date of this Agreement through the Closing, unless the Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Sellers will (a) conduct the Business in the ordinary course of business consistent with past practice, including by making investments and expenditures, both operating and capital, with respect to the acquisition and maintenance of equipment and facilities that are comparable to the Sellers’ historic levels, (b) use reasonable best efforts to maintain and preserve intact their business organizations (in respect of the Business only) and (c) not do any of the following (in respect of the Business only):
Conduct of the Business Prior to the Closing. During the period from the date of this Agreement and continuing until the Closing Date, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent in writing, the Seller shall carry on the Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted in all material respects. The Seller agrees to promptly notify the Purchaser within two (2) business days of any event or series of events which has resulted in any of the representations and warranties as to the Seller being misleading in any material respect (receipt of such notice will not be a waiver with respect to the same). Without limiting the generality of the foregoing, prior to the Closing, and except as expressly contemplated or permitted by this Agreement, the Seller will not, without the prior written consent of the Purchaser, take any action that would constitute a change which violates the terms of Section 3.8 hereof.
Conduct of the Business Prior to the Closing. (a) The Seller covenants and agrees that, between the date hereof and the Closing, except as expressly required or permitted by this Agreement or unless the Purchaser shall otherwise agree in writing, the Seller shall conduct the Business only in the ordinary course of business consistent with past practice. By way of elaboration, and without in any way limiting, the preceding sentence, the Seller shall: (i) preserve intact the business organization of the Seller and the business organization, properties, assets and rights of the Business; (ii) operate the Business according to plans and budgets provided to the Purchaser; (iii) keep available the services of the present officers, employees and consultants of the Seller; (iv) maintain in effect all Contracts and to preserve the present relationships of the Seller with advertisers, sponsors, customers, licensees, suppliers and other Persons with which the Seller has business relations; (v) maintain, with financially sound and reputable insurers, insurance for the Purchased Assets and the Business against such casualties and contingencies and of such types and in such amounts as is customary for companies similarly situated; and (vi) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement.
Conduct of the Business Prior to the Closing. Except as (a) contemplated by the Restructuring, (b) otherwise expressly contemplated by this Agreement or (c) disclosed on SCHEDULE 5.1, from and after the date of this Agreement and until the Closing or the earlier termination of this Agreement in accordance with its terms, the Sellers shall, and shall cause the Sold Companies and the Subsidiaries to, and only to the extent the Sellers control the following activities with respect to the Venture Entities, shall cause the Venture Entities to: (i) conduct the operations of the Business in the ordinary course of business, (ii) use their commercially reasonable efforts to maintain and preserve intact the Business and to maintain satisfactory relationships with suppliers, customers, key employees and other Persons having business relationships with the Business and (iii) make capital expenditures in accordance with past practice. Except as (a) contemplated by the Restructuring, (b) otherwise contemplated by this Agreement or (c) as set forth on SCHEDULE 5.1, the Sellers shall not, and shall cause the Sold Companies and each of the Subsidiaries not to, and only to the extent the Sellers control the following activities with respect to the Venture Entities, shall cause the Venture Entities not to, do any of the following without the prior written consent of the Buyer:
Conduct of the Business Prior to the Closing. Except as described on Schedule 5.01 as of the date hereof or as otherwise contemplated by this Agreement or any of the Related Agreements, unless Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld), between the date of this Agreement and the Closing:
Conduct of the Business Prior to the Closing. (a) Unless Buyer consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), or except (i) as required by Order or Law or expressly required by this Agreement, or (ii) with respect to the Excluded Assets or the Excluded Liabilities, from and after the date of this Agreement until the earlier of: (A) the Closing Date, and (B) the termination of this Agreement pursuant to Section 10.1 (the “Pre-Closing Period”), Seller shall, and shall cause its Subsidiaries engaged in the Business to, conduct the Business only in the Ordinary Course of Business and use commercially reasonable efforts to preserve the Business, the Acquired Assets and the existing business relationships of the Business.
Conduct of the Business Prior to the Closing. (a) Prior to the Closing, except (i) as set forth on Section 7.1(a) of the SunGard Disclosure Schedules or Section 7.1(a) of the Company Disclosure Schedules, as applicable, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement (including the Restructuring) and the Ancillary Agreements (including the Asset Purchase Agreement) or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), each of the SunGard Entities (with respect to the Business only) and the Company shall, and shall cause their respective Subsidiaries to:
Conduct of the Business Prior to the Closing. (a) Unless Buyer consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), or except (i) as required by Order or Law or expressly contemplated by this Agreement or the Ancillary Agreements to which a Seller is a party, or (ii) with respect to the Excluded Assets or the Excluded Liabilities, from and after the date of this Agreement until the earlier of (A) the Closing Date, or (B) the termination of this Agreement pursuant to Section 11.1 (the “Pre-Closing Period”), Seller Parent shall, and shall cause its Subsidiaries engaged in the Business (including the Transferred Group) to, conduct the Business only in the Ordinary Course of Business, including using commercially reasonable efforts to preserve and maintain intact the Business, the Transferred Assets, the Transferred Group Assets and the existing relationships of the Business and the Transferred Group with customers, lenders, suppliers, regulators, employees and others having significant business relationships with the Business.
Conduct of the Business Prior to the Closing. Except as contemplated by this Agreement or as set forth on Schedule 7.1, from the date hereof until the earlier of the Closing and the termination of this Agreement, the Company shall, and the Seller shall cause the Company to (1) use commercially reasonable efforts to, (x) operate the Company and the Business in the ordinary course of business in all material respects and consistent with past practice, and (y) preserve intact the Business’s present business, organization, assets and operations and maintain its relations and goodwill with its material suppliers, customers, employees, and others having a material business relationship with the Company in all material respects, and (2) not undertake any of the following actions without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to those items marked with an *, Buyer may withhold its consent for any reason, or for no reason, in Buyer’s sole discretion) and notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that nothing in this Section 7.1 shall apply to or restrict the Seller or Seller’s business (other than with respect to the Company and the Business or as expressly contemplated in this Agreement):
Conduct of the Business Prior to the Closing. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except as (i) otherwise expressly provided in this Agreement, (ii) set forth on Schedule 7.1(a), or (iii) required by any Law or Order applicable to Seller, the Purchased Assets or operation of the Business, Seller shall, and shall cause the Seller Subsidiaries to (A) perform in all material respects those activities set forth on (and in accordance with the timeframes described in) Schedule 7.1(a)-2 and (B) use commercially reasonable efforts to operate the Business in the ordinary course of business in all material respects, including with respect to maintaining and preserving the Purchased Assets (including distribution and promotion of the Brand consistent in all material respects with the Seller Parties’ past practices, maintaining inventory levels for the Brand that are normal for the time of year (taking into account product sales during the twelve (12) month period preceding the date of this Agreement), maintaining consistent pricing for the Products and foregoing any exceptional promotional or clearance activities) and relationships with customers, suppliers and others having material business dealings with the Business. During the Pre-Closing Period, Seller and the Seller Subsidiaries shall use commercially reasonable efforts consistent with past practice to protect, enforce, maintain and avoid abandonment of or damage to the Business Intellectual Property. For the avoidance of doubt, in the event that Buyer’s contact with any Distributor, vendor, supplier or customer of the Business affects the Seller Parties’ ability to operate the Business in compliance with this Section 7.1(a), such deviation shall not be deemed to be a breach of the obligations set forth in this Section 7.1(a).
