Common use of Affirmative Obligations Clause in Contracts

Affirmative Obligations. Except (i) as expressly provided by this Agreement, (ii) as required by Legal Requirements, (iii) as set forth in Section 5.1 of the Qumu Disclosure Letter or the Synacor Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, each of Qumu and Synacor shall, and each of them shall cause their respective Subsidiaries to: (a) use its commercially reasonable efforts to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) pay its Taxes when due, in each case subject to good faith disputes over such Taxes; (c) prepare and timely file, in compliance with the Exchange Act, all reports required under the Exchange Act; and (d) use its commercially reasonable efforts to (A) preserve substantially intact their respective present businesses, (B) keep available the services of their respective present officers and employees and (C) preserve their respective relationships with material customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations. Except (i) as expressly provided by this Agreement, (ii) as required by Legal Requirements, (iii) as set forth in Section 5.1 of the Qumu Hortonworks Disclosure Letter or the Synacor Cloudera Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 and the Effective Time, each of Qumu Hortonworks and Synacor Cloudera shall, and each of them shall cause their respective Subsidiaries to: (a) use its commercially reasonable efforts to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (b) pay its Taxes when due, in each case subject to good faith disputes over such Taxes; (c) prepare and timely file, in compliance with the Exchange Act, all reports required under the Exchange Act; and (dc) use its commercially reasonable efforts to (A) preserve substantially intact their respective present businesses, (B) keep available the services of their respective present officers and employees and (C) preserve their respective relationships with material customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations. (a) Except (i) as expressly provided contemplated or permitted by this Agreement, (ii) as required by Legal Requirements, (iii) as set forth in Section 5.1 of the Qumu Agere Disclosure Letter or the Synacor LSI Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 Article VIII and the Effective Time, each of Qumu Agere and Synacor LSI shall, and each of them shall cause their respective its Subsidiaries to: to (ai) use its commercially reasonable efforts to carry on their respective businesses its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; conducted and in compliance with all applicable Legal Requirements, (bii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes; , (ciii) prepare pay or perform all material obligations when due and timely file, in compliance with the Exchange Act, all reports required under the Exchange Act; and (div) use its commercially reasonable efforts best efforts, consistent with past practices and policies, to (A) preserve substantially intact their respective its present businessesbusiness, (B) keep available the services of their respective its present officers and employees and (C) preserve their respective its relationships with material customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Affirmative Obligations. Except (i) as expressly provided contemplated or permitted by this Agreement, (ii) as required by Legal Requirements, (iii) as set forth in Section 5.1 of the Qumu Agere Disclosure Letter or the Synacor LSI Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 Article VIII and the Effective Time, each of Qumu Agere and Synacor LSI shall, and each of them shall cause their respective its Subsidiaries to: to (ai) use its commercially reasonable efforts to carry on their respective businesses its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; conducted and in compliance with all applicable Legal Requirements, (bii) pay its debts and Taxes when due, in each case subject to good faith disputes over such debts or Taxes; , (ciii) prepare pay or perform all material obligations when due and timely file, in compliance with the Exchange Act, all reports required under the Exchange Act; and (div) use its commercially reasonable efforts best efforts, consistent with past practices and policies, to (A) preserve substantially intact their respective its present businessesbusiness, (B) keep available the services of their respective its present officers and employees and (C) preserve their respective its relationships with material customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.. Table of Contents