Required Conduct. At all times prior to the Closing, unless Certegy shall otherwise consent in writing, Netzee shall conduct the operations of the Business in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, Netzee shall: (i) use commercially reasonable efforts to maintain its corporate existence; (ii) use commercially reasonable efforts to preserve intact the Purchased Assets and the Business; (iii) use commercially reasonable efforts to retain all related Business Licenses; (iv) use commercially reasonable efforts to preserve its present relationships with customers, suppliers and others having business relations with the Business; (v) maintain the Assigned IP in a manner consistent with past practice; (vi) use commercially reasonable efforts to maintain the books, accounts and records of the Business in the ordinary course of business consistent with past practice; (vii) pay and discharge when due (including extensions) all Taxes, assessments and governmental charges imposed upon any of the Purchased Assets or the Business, or upon the income or profit therefrom (other than those contested in good faith by appropriate proceedings); (viii) comply in all material respects with all Material Business Contracts and any other obligations under Contracts to be included as an Assumed Liability, for so long as such Contracts have not expired or been terminated by any party thereto; (ix) comply in all material respects with applicable Law including, without limitation, with respect to any conduct of Netzee relating to the Transferred Employees; (x) pay all trade payables (other than those contested in good faith by appropriate proceedings) in accordance with their terms and consistent with past practice; (xi) use commercially reasonable efforts to update representatives of Certegy from time to time regarding the general status of the Business; (xii) use commercially reasonable efforts to notify Certegy of any emergency or other material change in the normal course of the operation of the Business; and (xiii) notify Certegy of any Governmental Order or third party complaints or investigations threatened or commenced against Netzee (or communications indicating that such action may be contemplated).
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Required Conduct. At all times prior during the period commencing upon the date hereof and terminating upon the latest to occur of the Florida Second Closing and the Georgia Second Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 9.1, except to the Closing, unless Certegy extent the Purchasers shall otherwise consent in writingwriting or shall take actions at variance pursuant to the Management Agreement, Netzee the Seller Companies shall conduct the operations of the Business and operate the Purchased Assets in the ordinary course of business and consistent with its past practices. Without limiting the foregoing, Netzee each Seller Company shall: , pursuant and subject to the terms of the Management Agreement, prior to the First Closing or the applicable Second Closing, as the case may be:
(i) use commercially its reasonable best efforts to maintain the Purchased Assets and any other assets which the Seller Companies or their Affiliates will utilize to provide services to the Purchasers in accordance with the Management Agreement or under Section 2.7 of this Agreement in good operating condition and repair in accordance with past practices;
(ii) maintain its corporate existence; (ii) use commercially reasonable efforts to preserve intact the Purchased Assets and the Business; ;
(iii) use commercially its reasonable best efforts to (w) preserve the organization of the Business intact, and (x) preserve intact the goodwill of the Business, (y) retain all related Business Licenses; , and (ivz) use commercially reasonable efforts to preserve its present relationships with the existing contracts, business and goodwill of the customers, suppliers suppliers, personnel and others having business relations with the Business; ;
(viv) maintain use its reasonable best efforts to protect the Assigned IP Intellectual Property and Proprietary Rights included in the Purchased Assets or licensed to the Purchasers under Section 2.1(f) in a manner consistent with past practice; ;
(viv) use commercially reasonable efforts to maintain the books, accounts and records of the Business in accordance with prior practice;
(vi) pursuant and subject to the ordinary course of business consistent with past practice; Management Agreement, maintain in effect all Business Insurance Policies held by them or on their behalf relating to the Business or the Purchased Assets, naming the Purchasers as additional insureds thereunder;
(vii) use its best efforts pursuant and subject to the terms of this Agreement to obtain all consents from third parties which are required to consummate the transactions contemplated by this Agreement;
(viii) pursuant and subject to the Management Agreement, pay and discharge when due (including extensions) all Taxes, assessments and governmental charges (other than those contested in good faith by appropriate proceedings) imposed upon any of the Purchased Assets or the Business, or upon the income or profit therefrom therefrom;
(other than those contested in good faith by appropriate proceedings); (viiiix) pursuant and subject to the Management Agreement, perform all obligations under and comply in all material respects with all Material Business Contracts and any other obligations under Contracts to be included as an Assumed Liability;
(x) pursuant and subject to the Management Agreement, for so long as such Contracts have not expired or been terminated by any party thereto; (ix) comply in all material respects with applicable Law Laws including, without limitation, with respect to any conduct of Netzee relating related to its employees;
(xi) pursuant and subject to the Transferred Employees; (x) Management Agreement, pay all trade payables (other than those contested in good faith by appropriate proceedings) in accordance with their terms and consistent with past practice;
(xii) notify the Purchasers in writing promptly after learning of (A) the institution of any material Action against any Seller Company in any court or before any governmental agency and upon receipt of any administrative or court order relating to the Purchased Assets and (B) any fact, event or condition that causes or could reasonably be likely to cause a Material Adverse Effect;
(xiii) pursuant and subject to the Management Agreement, continue in the ordinary course of business in accordance with past practice all marketing and promotions relating to the Business;
(xiv) pursuant and subject to the Management Agreement, continue in the ordinary course of business consistent with past practice to provide service delivery to customers of the Business, including without limitation providing new features to customers (at no cost to the Purchasers);
(xv) pursuant and subject to the Management Agreement, continue in the ordinary course of business consistent with past practice to bill customers and collect accounts receivables from customers; and
(xixvi) pursuant and subject to the Management Agreement, use all commercially reasonable efforts to update representatives of Certegy from time to time regarding keep available the general status services of the Business; (xii) use commercially reasonable efforts Business Employees and all agents of the Business and provide prompt written notice to notify Certegy the Purchasers of any emergency Business Employee who shall have given notice of his or other material change in her intention to terminate employment with the normal course of the operation of the Business; and (xiii) notify Certegy of any Governmental Order or third party complaints or investigations threatened or commenced against Netzee (or communications indicating that such action may be contemplated)Seller Companies.
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