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. 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. From the date hereof until the Closing, except as expressly required by this Agreement or as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Shareholder, Seller and the Company shall, and shall cause their respective Affiliates to: (a) conduct the Business in the ordinary course of business; and (b) maintain and preserve intact the current organization, business and franchise of the Seller, the Company and their respective Affiliates and to preserve the rights, franchises, goodwill and relationships of the customers, lenders, suppliers, regulators and others having business relationships with the Seller, the Company and/or any of their respective Affiliates. From the date hereof until the Closing, and except as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Shareholder, the Seller and the Company shall not, and shall cause their respective Affiliates not to, (1) enter into any Material Contract, (2) take any action (or fail to take any action) that would reasonably be expected to cause a Material Adverse Effect to occur or (3) take any action (or fail to take any action) that would be required to be disclosed pursuant to Section 3.08 if taken prior to the Effective Date. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (x) nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Company, (y) prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations, and (z) no consent of Buyer shall be required with respect to any matter set forth in this Section 5.08 to the extent that the requirement of such consent would, as determined by Xxxxx’s legal counsel, violate any applicable Law.
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) 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 Buyer may otherwise consent in writing prior to the Closing Date, neither any Shareholder nor Unirez will enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause, any of the representations and warranties herein not to be true as of and as if made on the Closing Date. In addition, each Shareholder will use his best efforts to prevent Unirez's shareholders, directors and management from taking (or failing to take, as appropriate) any actions that (a) are not in the ordinary course of business of Unirez consistent with past practice, (b) would render untrue any representation or warranty herein (as if such representation were made by Unirez and Shareholder on and as of the Closing Date), (c) could make any obligation or condition herein impossible or economically unreasonable to fulfill for Buyer, (d) could otherwise reasonably be expected to adversely affect the interests of Buyer, or (e) result in the destruction of books or records or Unirez, (f) would result in a liability on the balance sheet dated as of the Closing Date that was not reflected on the balance sheet dated August 31, 2003, or would change the amount of a liability on the balance sheet dated as of the Closing Date from the amount reflected for that same liability on the balance sheet dated August 31, 2003, other than changes that were incurred in the ordinary course of business.
Conduct of the Business Prior to the Closing. Prior to the Closing, except as otherwise contemplated by this Agreement or with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Companies shall (and shall cause its Subsidiaries to):
