Common use of Conduct of Business Before the Closing Clause in Contracts

Conduct of Business Before the Closing. Between the date hereof and the Closing Date, each of the Seller, the Stockholders (with respect to the Seller), 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 Seller, 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 the Seller 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 Seller, 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 Seller, 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 Seller) 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 agreements to which the Seller is a party. (d) continue in full force and effect its existing insurance coverages. (e) except upon the prior written consent of Oak Tree or Seller, as the case may be, not alter or amend, in any material respect, any employment, consulting, non-competition or similar agreement, or increase the compensation or rate of compensation or benefits payable or to become payable to any of its directors, officers, stockholders, employees or agents over the rate being paid to them at the date hereof, except for increases required pursuant to a contract in existence at the date hereof and listed on a schedule to this Agreement, and except for promotions to fill vacancies arising after the date hereof in positions existing on the date hereof. (f) except upon the prior written consent of Oak Tree or Seller, as the case may be, enter into any contract, agreement or course of action which may reasonably be expected materially to increase its aggregate amount of liabilities. (g) except upon the prior written consent of Oak Tree or Seller, as the case may be, not make any alteration in the manner of keeping its books, accounts or records or in the accounting practices therein reflected. (h) except upon the prior written consent of Oak Tree or Seller, as the case may be, not make any material change in its business, or enter into any material transaction, which is not in the ordinary course of business.

Conduct of Business Before the Closing. Between the date hereof and the Closing Date, each of the SellerNortheast, the Stockholders (with respect to the SellerNortheast), 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 SellerNortheast, 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 the Seller 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 SellerNortheast, 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 SellerNortheast, 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 SellerNortheast) 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 agreements to which the Seller Northeast is a party. (d) continue in full force and effect its existing insurance coverages. (e) except upon the prior written consent of Oak Tree or SellerNortheast, as the case may be, not alter or amend, in any material respect, any employment, consulting, non-competition or similar agreement, or increase the compensation or rate of compensation or benefits payable or to become payable to any of its directors, officers, stockholders, employees or agents over the rate being paid to them at the date hereof, except for increases required pursuant to a contract in existence at the date hereof and listed on a schedule to this Agreement, and except for promotions to fill vacancies arising after the date hereof in positions existing on the date hereof. (f) except upon the prior written consent of Oak Tree or SellerNortheast, as the case may be, enter into any contract, agreement or course of action which may reasonably be expected materially to increase its aggregate amount of liabilities. (g) except upon the prior written consent of Oak Tree or SellerNortheast, as the case may be, not make any alteration in the manner of keeping its books, accounts or records or in the accounting practices therein reflected. (h) except upon the prior written consent of Oak Tree or SellerNortheast, as the case may be, not make any material change in its business, or enter into any material transaction, which is not in the ordinary course of business.