Conduct Prior to Closing Date Sample Clauses

Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser’s behalf, prior to the Closing Date Sellers shall: (a) conduct the Business and operations of Sellers only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices; (b) maintain the properties and assets of Sellers in good condition and repair, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing; (c) continue in effect the policies of insurance (or similar coverage) referred to in Section 3.14; (d) use reasonable efforts to preserve the business organization, including the present work force, of Sellers’ intact; (e) use reasonable efforts to keep available the services of the present employees of Sellers; (f) use reasonable efforts to maintain and preserve the goodwill of the suppliers, customers and others having business relations with Sellers; and (g) consult with the Purchaser from time to time, upon the reasonable request of the Purchaser, with respect to any actual or proposed conduct of business by Sellers.

Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement, prior to the Closing Date: (a) ▇▇▇▇▇▇▇▇▇▇ shall: (i) conduct the Business and operations of ▇▇▇▇▇▇▇▇▇▇ only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices; (ii) maintain the properties and assets of ▇▇▇▇▇▇▇▇▇▇ in good condition and repair and not dispose of any of its assets except in the ordinary course of business consistent with past practices, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing; (iii) continue in effect the policies of insurance (or similar coverage) referred to in Section 4.23; (iv) use its commercially reasonable efforts to keep available the services of the present employees of ▇▇▇▇▇▇▇▇▇▇; (v) not declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem, otherwise acquire or agree to redeem or otherwise acquire any of its capital stock, other than in connection with the Preferred Repurchase or the Warrant Repurchase; (vi) maintain and preserve the goodwill of the suppliers, customers and others having business relations with ▇▇▇▇▇▇▇▇▇▇; (vii) not lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practices, not material in amount and documented by receipts for the claim amounts; (viii) not guarantee or act as a surety for any obligation except for obligations in amounts that are not material; (ix) not waive or release any right or claim except for the waiver or release of non-material claims in the ordinary course of business consistent with past practices; (x) not issue or sell any shares of its capital stock of any class (except upon the exercise of a bona fide option, warrant or other right to acquire such capital stock currently outstanding or conversion of any currently outstanding securities which are by their terms convertible in shares of its capital stock), or any other of its securities, or issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments to issue shares of capital stock, or accelerate the vesting of any outstanding option or other security; (xi) not split or combine the outstanding shares of its capital stock of any class or enter...

Conduct Prior to Closing Date. From the date hereof through the Closing Date, each Company will (i) conduct its business and affairs in the ordinary course of business (except as expressly permitted by this Section 5.2 and Section 5.3), and (ii) use its reasonable efforts to keep intact its goodwill, keep available the services of its employees, and maintain good relationships with vendors, customers and employees having business or financial relationships with it. From the date hereof through Closing Date, without the prior written consent of Parent and Buyer (which shall not be unreasonably withheld or delayed), none of the Companies shall (except as may be necessary or desirable to facilitate the Reorganization or as expressly permitted by Section 5.3): (a) except as contemplated by Section 1.1 in connection with the Reorganization, issue any capital stock, partnership interests or other securities, or any securities convertible or exchangeable into capital stock, partnership interests or other securities, or any securities requiring any payment relating to capital stock, partnership interests or other securities, or any options, warrants, or rights with respect to capital stock, partnership interests or other securities, or split, subdivide, or reclassify its capital stock, partnership interests or other securities; provided, however, that the Companies may issue capital stock or other securities to the Sellers in order to change the relative number of Company Shares held by and among the Sellers prior to the Closing if there is no adverse impact on any of the Companies or on Parent or Buyer or the transactions contemplated by this Agreement as a result of such issuance; (b) amend, in any material respect, its articles of incorporation, bylaws or partnership agreement, as the case may be, or merge, consolidate, liquidate, or dissolve; (c) except as contemplated by Sections 2.11 and 5.3, declare or pay any dividend or make any other distribution on its capital stock or other securities, or purchase or redeem any capital stock or other securities; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (e) create or incur any security interest, lien, mortgage, claim or other encumbrance on any of its properties (except for statutory liens securing payments not yet due), incur or assume an...

Conduct Prior to Closing Date. Prior to the Closing Date, neither the Buyers nor their respective affiliates shall take any action to cause the Sellers or Parthenon Ltd. to terminate the employment of any Employee, and neither the Sellers nor Parthenon Ltd. shall be under any obligation to terminate any Employee.

Conduct Prior to Closing Date. During the period from the date of this Agreement through the Closing Date, Seller agrees to conduct its business in the ordinary and normal course of business. In connection therewith: (a) Seller shall use its best efforts to (i) maintain all patient lists, records, billing and collection data, goodwill associated with the Practice, and all material files and records and intangible assets related to the continued operation of the Practice, (ii) preserve, protect and maintain the Practice Assets (iii) use its efforts to preserve the good standing of Seller and to keep available the services of present employees and agents and to preserve the goodwill of suppliers, patients and others having business relationships with Seller and the Practice; (iv) not sell, lease, or otherwise dispose of any of the Practice Assets, or other properties, rights or claims, except in the ordinary course of business, without Buyer's written consent.

Conduct Prior to Closing Date. During the period from the date of this Agreement through the Closing Date, Seller agrees to conduct its business in the ordinary and normal course of business. In connection therewith: (a) Seller shall use its best efforts to (i) maintain all patient lists, records, billing and collection data, goodwill associated with the Practice, and all material files and records and intangible assets related to the continued operation of the Practice, (ii) preserve, protect and maintain the Practice Assets (iii) use its efforts to preserve the good standing of Seller and to keep available the services of present employees and agents and to preserve the goodwill of suppliers, patients and others having business relationships with Seller and the Practice; (iv) not sell, lease, or otherwise dispose of any of the Practice Assets, or other properties, rights or claims, except in the ordinary course of business, without Buyer's written consent. (c) Seller shall not , without Buyer's prior written consent, do any of the following: waive or commit to waive any right of substantial value; sell, transfer, dispose of or encumber or commit to sell, transfer, dispose of or encumber the Practice Assets; incur any indebtedness for borrowed money; make capital expenditures in excess of $5,000 in the aggregate; terminate any key employee or take any action that impairs the existing relationships between Seller and its employees and other persons and entities having business relations with Seller; or take any action in the conduct of its business which would be contrary to, or in breach of, any term or Representation or Warranty contained in this Agreement.

Conduct Prior to Closing Date. Prior to the --------------------------------------------------------------------- Closing Date, Buyer shall take no action to cause the Sellers or any ▇▇▇▇▇▇ Sub ------------------------------------------------------------------------------- to terminate the employment of any current Business Employee, and the Sellers ----------------------------------------------------------------------------- and the ▇▇▇▇▇▇ Subs shall be under no obligation to terminate any current ------------------------------------------------------------------------- Business Employee or Central Functions Employee. -----------------------------------------------

Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder shall cause the Company to: (a) conduct its business and operations only in the ordinary course, maintain all of its properties and assets in good condition and repair, perform its obligations under all agreements binding upon it and maintain all of its licenses in good standing; (b) continue in effect all disclosed policies of insurance; (c) preserve the business organization of the Company intact; (d) keep available the services of the present officers and employees of the Company; (e) maintain and preserve the good will of the suppliers, customers and others having business relations with the Company; (f) furnish to Purchaser, promptly upon their becoming available, Company Financial Statements in the form customarily presented to Company’s management; and (g) consult with Purchaser from time to time, upon the reasonable request of Purchaser, with respect to any actual or proposed conduct of the business of the Company.

Conduct Prior to Closing Date. Between the date of this Agreement and the Closing Date, except as permitted by the prior written consent of the Purchaser, the Seller shall cause the Business to (i) carry on its business diligently and in the same manner as heretofore, maintain all its properties and the Assets in good condition and repair and perform its obligations under all agreements binding upon it; (ii) continue in effect the policies of insurance referred to in Section 4.05(g) hereof; (iii) not become a party to an agreement which, if it existed on the date hereof, would be required to be listed in the Schedules attached hereto unless it has received the prior written consent of the Purchaser; and (iv) not sell any of the Assets other than sales to unaffiliated parties where such sales will not have a material adverse effect upon the Business. The Seller further covenants that no cash or cash equivalents have been distributed by the Business to the shareholders or other divisions of the Seller on or after May 31, 1997.