THE ABILITY OF PURCHASER TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT.
4.2.4.
FINANCING.
PURCHASER DOES NOT
CURRENTLY HAVE THE SUFFICIENT FINANCING RESOURCES TO PAY THE PURCHASE PRICE AND
THE EMPLOYEE BONUS AMOUNT, HOWEVER, SUBJECT TO AND CONDITIONAL UPON THE
SUCCESSFUL COMPLETION OF THE FINANCING PURSUANT TO THE REGISTRATION STATEMENT BY
WHICH PURCHASER SHALL HAVE RAISED NET PROCEEDS (AFTER DEDUCTING FEES, EXPENSES
AND COMMISSIONS) IN AN AMOUNT SUFFICIENT IN ORDER TO PAY THE PURCHASE PRICE AND
THE EMPLOYEE BONUS AMOUNT AT CLOSING, PURCHASER WILL HAVE THE CASH ON HAND TO
PAY THE PURCHASE PRICE AND THE EMPLOYEE BONUS AMOUNT AT CLOSING.
5.
CONDUCT PRIOR TO THE CLOSING
5.1.
CONDUCT OF BUSINESS OF THE COMPANY AND
SUBSIDIARIES.
DURING THE PERIOD FROM THE DATE OF SIGNING THE ORIGINAL PURCHASE
AGREEMENT AND CONTINUING UNTIL THE EARLIER OF THE TERMINATION OF THIS AGREEMENT
AND THE CLOSING:
5.1.1.
THE COMPANY SHALL, AND SHALL CAUSE
EACH SUBSIDIARY TO, CONDUCT ITS BUSINESS IN THE USUAL, REGULAR AND ORDINARY
COURSE IN THE SAME MANNER AS HERETOFORE CONDUCTED AND IN MATERIAL COMPLIANCE ALL
APPLICABLE LEGAL REQUIREMENTS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE
IN THIS AGREEMENT OR AS CONSENTED TO IN WRITING BY PURCHASER);
5.1.2.
THE COMPANY SHALL, AND SHALL CAUSE
EACH SUBSIDIARY TO, (A) PAY ALL OF ITS DEBTS AND TAXES WHEN DUE, SUBJECT TO GOOD
FAITH DISPUTES OVER SUCH DEBTS OR TAXES, (B) PAY OR PERFORM ITS OTHER
OBLIGATIONS WHEN DUE, (C) USE COMMERCIALLY REASONABLE EFFORTS CONSISTENT WITH
PAST PRACTICE AND POLICIES TO COLLECT ACCOUNTS RECEIVABLE WHEN DUE AND NOT
EXTEND CREDIT OUTSIDE OF THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, (D) SELL COMPANY PRODUCTS CONSISTENT WITH PAST PRACTICE AS TO LICENSE,
SERVICE AND MAINTENANCE TERMS, INCENTIVE PROGRAMS, AND IN ACCORDANCE WITH GAAP
REQUIREMENTS AS TO REVENUE RECOGNITION, AND (E) USE ITS COMMERCIALLY REASONABLE
EFFORTS CONSISTENT WITH PAST PRACTICE AND POLICIES TO PRESERVE INTACT ITS
PRESENT BUSINESS ORGANIZATIONS, KEEP AVAILABLE THE SERVICES OF ITS PRESENT
OFFICERS AND KEY EMPLOYEES AND PRESERVE ITS RELATIONSHIPS WITH CUSTOMERS,
SUPPLIERS, DISTRIBUTORS, LICENSORS, LICENSEES, AND OTHERS HAVING BUSINESS
DEALINGS WITH IT, TO THE END THAT ITS GOODWILL AND ONGOING BUSINESSES SHALL BE
UNIMPAIRED AT THE CLOSING;
5.1.3.
THE COMPANY SHALL PROMPTLY NOTIFY
PURCHASER OF ANY CHANGE, OCCURRENCE OR EVENT NOT IN THE ORDINARY COURSE OF ITS
OR ANY SUBSIDIARY'S BUSINESS, OR OF ANY CHANGE, OCCURRENCE OR EVENT WHICH,
INDIVIDUALLY OR IN THE AGGREGATE WITH ANY OTHER CHANGES, OCCURRENCES AND EVENTS,
WOULD REASONABLY BE EXPECTED TO BE MATERIALLY ADVERSE TO THE COMPANY AND ITS
SUBSIDIARIES TAKEN TOGETHER OR CAUSE ANY OF THE CONDITIONS TO CLOSING SET FORTH
IN SECTION 7 NOT TO BE SATISFIED;
5.1.4.
THE COMPANY SHALL, AND SHALL CAUSE
EACH SUBSIDIARY TO, ASSURE THAT EACH OF ITS CONTRACTS ENTERED INTO AFTER THE
DATE OF SIGNING THE ORIGINAL PURCHASE AGREEMENT WILL NOT REQUIRE THE PROCUREMENT
OF ANY CONSENT, WAIVER OR NOVATION OR PROVIDE FOR ANY CHANGE IN THE OBLIGATIONS
OF ANY PARTY IN CONNECTION WITH, OR TERMINATE AS A RESULT OF THE CONSUMMATION OF
THE TRANSACTION CONTEMPLATED HEREBY, AND SHALL