Covenants and Agreements 4. 1 Conduct of Business of the Company. (c) During the Pre-Closing Period, except (x) as expressly permitted or required by this Agreement, (y) as expressly set forth in Section 4.1 of the Disclosure Schedule or (z) as otherwise consented to by Solera in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) operate the business of the Company and each of its Subsidiaries in the ordinary course consistent with past practices, (ii) use its commercially reasonable efforts to keep available the services of the Company’s and its Subsidiaries’ present officers and employees (other than in connection with ordinary course attrition or termination for cause) and (iii) use its commercially reasonable efforts to preserve the Company’s and its Subsidiaries’ beneficial relationships with customers, suppliers, distributors, licensors, licensees and others having such business dealings with it; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 4.1(b) shall be deemed a breach of this Section 4.1(a) unless such action would constitute a breach of such specific provision. (d) During the Pre-Closing Period, except (x) as expressly permitted or required by this Agreement, (y) as expressly set forth in Section 4.1 of the Disclosure Schedule or (z) as otherwise consented to by Solera in writing (which consent shall not be unreasonably withheld, conditioned or delayed), neither Newco, nor the Company nor any of its Subsidiaries shall: ‑13‑ (i) (A) sell, license (other than non‑exclusive licenses of Technology or service related agreements in the ordinary course of business), abandon or assign or convey to any Person, or otherwise dispose of, any ownership of or any other right in, any Company Intellectual Property, or (B) enter into any Contract with respect to the development of any Technology with any other Person, other than in the ordinary course of business; (ii) other than in the ordinary course of business, (A) enter into any Contract which would have been required to have been disclosed on Section 2.13(a) of the Disclosure Schedule to the Merger Agreement had such Contract been entered into prior to the date of the Merger Agreement, or (B) amend any such Contract or any Company Material Contract (including in connection with obtaining any consent in connection with this Agreement); (iii) extend the term of or otherwise modify any...
Covenants and Agreements 4
