Conduct of Business Before the Closing Clause Samples

Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise or consented to in writing by Parent (which consent will not be unreasonably withheld or delayed), the Company will, (x) conduct the Business of the Company in the Ordinary Course of Business consistent with past practice; and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, the Company will: (a) preserve and maintain all of its Material Permits; (b) pay its debts, Taxes and other obligations when due; (c) maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) use commercially reasonable efforts to defend and protect its properties and assets from infringement or usurpation; (f) perform all of its obligations under all Contracts relating to or affecting its properties, assets or business in all material respects; (g) maintain its books and records in accordance with past practice; (h) comply in all material respects with all applicable Laws; and (i) not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.6 to occur.

Conduct of Business Before the Closing. (1) During the Interim Period, the Vendor shall, and shall cause the Corporation to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the following: (a) maintain all of the Assets in the same condition as they now exist, ordinary wear and tear excepted; (b) maintain all of the Corporate IP so that it is current, enforceable and in good standing; (c) maintain the Corporation's books, records and accounts in the Ordinary Course; (d) maintain the inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (e) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Material Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the condition of the Corporation will not be impaired during the Interim Period; (f) keep available the services of its present officers and employees; (g) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Consents; (h) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of the Assets, except inventory in the Ordinary Course; (i) maintain Working Capital sufficient to carry on the Business in the Ordinary Course and in no event less than the Minimum Working Capital; (j) ensure that the Corporation does not create any Encumbrance upon any of its Assets, other than in the Ordinary or create any guarantees or otherwise become liable for the obligations of any other Person or make any loans or advances to any Person; (k) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans and programs described in the Disclosure Letter; (l) keep in full force and effect all of the current insurance policies of the Corporation; (m) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable;...

Conduct of Business Before the Closing. (a) Except as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified on Schedule 6.01(a), during the Pre-Closing Period, unless Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller will, and will cause Company and Company Subsidiary to, conduct the Business in the ordinary course of business consistent with past practice. Without limiting the foregoing, except as required by applicable Law or as otherwise contemplated by or necessary to effectuate the Transaction Agreements, and except for matters identified on Schedule 6.01(a), during the Pre-Closing Period, unless Buyer otherwise consents in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller covenants and agrees that, neither Company nor Company Subsidiary shall: (i) amend or otherwise change its articles of incorporation or bylaws or any equivalent organizational documents; (ii) issue, sell, pledge, dispose of or encumber any of Company’s or Company Subsidiary’s Equity Interests, or grant to any Person any right to acquire any of Company’s or Company Subsidiary’s Equity Interests; (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of Company’s or Company Subsidiary’s Equity Interests, except for any dividend or distribution payable in cash by Company Subsidiary to Company or by Company or Company Subsidiary to Seller or any of its Affiliates; (iv) reclassify, split, combine or subdivide any shares of capital stock of Company or Company Subsidiary or redeem, repurchase or otherwise acquire any shares of capital stock of Company or Company Subsidiary; (v) (x) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, in each case, other than purchases of inventory and other non-material assets in the ordinary course of business or pursuant to existing contracts; or (y) sell or otherwise dispose of (whether by merger, consolidation or sale of stock or assets or otherwise) any assets of Company or Company Subsidiary, other than sales or dispositions of finished goods inventory in the ordinary course of business consistent with past practice; (vi) (A) make or rescind any material election relating to ...

Conduct of Business Before the Closing. 5.1 During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Closing (the “Pre-Closing Period”), except (a) as set forth on Schedule 5.1 of the Seller Disclosure Schedule, (b) as expressly permitted by the terms of this Agreement, or (c) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the other members of the Seller Group to, use their reasonable best efforts to (i) continue to own and use the Purchased Assets and to conduct and operate the Business in the ordinary course of business consistent with past practice, (ii) preserve the present goodwill of the Purchased Assets, (iii) not engage in any extraordinary transaction involving Seller or any other member of the Seller Group that would reasonably be expected to materially impact the Purchased Assets, (iv) not engage in any action that would reasonably be expected to impair or impact the rights of Purchaser from and after the Closing under the Patent Portfolio License Agreement or the 5G License Agreement as they relate to any Intellectual Property Used by Seller as of the date of this Agreement and immediately prior to the Closing that will be subject to the Patent Portfolio License Agreement or the 5G License Agreement, (v) not engage in any action that would result in a Source Code Disclosure or the release, disclosure or delivery to any Person of any Seller Source Code, or otherwise permit any Person to convey, license, sublicense, or otherwise alienate any Seller Source Code, and (vi) not engage in any action that would constitute a breach of the Acquired IP License Agreement if the Acquired IP License Agreement were in effect as of the date hereof. 5.2 Without limiting the generality of Section 5.1, during the Pre-Closing Period, except (x) as set forth on Schedule 5.2 of the Seller Disclosure Schedule, (y) as expressly permitted by the terms of this Agreement, or (z) as required by Applicable Law, unless Purchaser shall otherwise consent to in writing (which shall not be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the other members of the Seller Group not to, take any of the following actions: (a) (i) enter into any Contract that would have been a Material Contract if in effect on the date of this Agreement; or (ii) amend, modif...

Conduct of Business Before the Closing. During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Company shall conduct the Target Business in the Ordinary Course consistent with past practice.

Conduct of Business Before the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent may be unreasonably conditioned, withheld or delayed), and except as contemplated by the Pre-Closing Reorganization, the Shareholders shall, and shall cause the Company to: (a) promptly notify Buyer in writing of any: (i) fact, circumstance, event or action the existence, occurrence or taking of which (A) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company or the Shareholders hereunder not being true and correct, or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 8.2 to be satisfied; (ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) Actions commenced or, to the Shareholders’ knowledge, threatened against, relating to or involving or otherwise affecting the Shareholders or the Company that relates to the consummation of the transactions contemplated by this Agreement. (b) pay its debts, Taxes and other obligations when due; (c) maintain the assets owned, operated or used by the Company, including the Captor Retail Shares; (d) not enter into any Contracts; (e) maintain the books and records in accordance with past practice; (f) not make any payment, loans, advances or capital contributions to any Person; (g) not (A) make, change or revoke, or permit the Company to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit the Company to make, any change in any Tax or accounting methods or policies or systems of internal accounting controls, except as required by Laws related to Taxes or accounting requirements; (h) not retain any employee, contractor or consultants; (i) not appoint or elect any officer or director; (j) not grant any bonus, severance or termination pay or any other compensation to any director, officer or manager or any other employee; and (k) comply in all material respects with all applicable Laws. Notwithstanding the foregoing, ▇▇▇▇▇ acknowledges and agrees none of the foregoing interim period covenants shall restrict...

Conduct of Business Before the Closing. From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer, Sellers will, and will cause the Company to: (A) conduct the Business in the Ordinary Course, and (B) use best efforts to maintain and preserve intact the Company’s organization, business and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. From the date of this Agreement until the Closing Date, except as consented to in writing by Buyer, the Sellers will not cause or permit the Company to take any action that would cause any of the changes, events or conditions described in Section 3.7 to occur.

Conduct of Business Before the Closing. Between the date hereof and the Closing Date, each of Northeast, the Stockholders (with respect to Northeast), Purchaser and Oak Tree shall: (i) conduct its business diligently in the ordinary course of business, (ii) retain in its employ all of its key employees and an adequate employee work force in numbers and skills substantially as in effect on the date hereof, and (iii) preserve its goodwill and relationships with physicians, employees, third party payors, suppliers and patients and others having business relations; (b) except upon the prior written consent of Oak Tree or Northeast, as the case may be, which consent shall not be unreasonably withheld, not: (i) except in the ordinary course of business, sell, assign, lease or otherwise transfer or dispose of any of its properties or assets, (ii) except in the ordinary course of business, forgive or compromise any obligations of others or claims against others, (iii) mortgage, pledge or subject any of the properties or assets to a lien, charge or encumbrance of any kind, or (iv) in case of Northeast or the Purchaser, permit a change in its ownership or control or, in the case of Oak Tree, permit any change in control or, in the case of Northeast, Purchaser or Oak Tree, grant any options, powers, warrants or rights which could result in such a change of control or ownership. (c) except upon the prior written consent of Oak Tree or Northeast, as the case may be, which consent shall not be unreasonably withheld: (i) not amend, renew or terminate any contract or agreement to which it is a party (including, without limitation, any contract or agreement with any of the Practices managed by Northeast) or enter into or become a party to any contract or agreement under which the value of services to be performed by or for it or the cost of goods and services to be sold to or by it under any one such contract or agreement may exceed $50,000, (ii) not enter into or become a party to any loan, letter of credit or other debt agreement (other than extensions of credit in relation to purchases of inventory in the ordinary course of business consistent with prior practices), or incur, assume or guaranty any obligation for borrowed money, (iii) not compromise or settle any pending or threatened litigation or claims against it for an amount in excess of $50,000, (iv) not enter into any contracts or agreements to do anything prohibited under this Section 10.5 and (v) perform all obligations under all contracts and agreem...

Conduct of Business Before the Closing. During the Interim Period, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld or delayed), Vendor shall (x) conduct the Business in the Ordinary Course consistent with past practice; and (y) use its reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchises and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Vendor shall: (a) preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; (b) pay the debts, Taxes and other obligations of the Business when due; (c) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law; (e) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation; (f) perform all of its obligations under all Assigned Contracts; (g) maintain the Books and Records in accordance with past practice; (h) comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and (i) not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.