Common use of Regular Course of Business Clause in Contracts

Regular Course of Business. Between the date of this Agreement and the Closing Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between the date of this Agreement and the Closing Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders Seller will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between Seller shall: (a) operate the date Facilities in a manner consistent with all Applicable Laws of this Agreement all Governmental Authorities, Seller's past practices and industry standards for operation of first class assisted living facilities; (b) maintain the Assets in good order and repair, reasonable wear and tear excepted and otherwise in sufficient repair, order, and condition to satisfy the representations and warranties as to the condition and quantity of the Assets set forth in Article II; (c) comply with all Applicable Laws with respect to the Assets and the operation thereof, including without limitation all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Facilities and compliance with all Governmental Programs; (d) timely pay all rents and other payments due on or before the Closing Shareholders will under, and otherwise maintain and comply in all material respects with, all Contracts, all Tenant Leases, all Equipment Leases, all Facility Leases, all Conveyance Asset Leases, and all Residency Agreements, each without change except as expressly provided herein; (e) not cause make any changes or permit Seller to engage modifications in any practiceContracts, take Tenant Leases, Equipment Leases, Facility Leases, Conveyance Asset Leases, and Residency Agreements or incur any actionfurther obligations or surrender any rights thereunder, or except Seller shall enter into new Residency Agreements with new Residents on substantially the same terms and conditions as other Residency Agreements in effect prior to the Effective Date for the same Facility and otherwise consistent with the specimen Residency Agreement attached hereto on Schedule 2.7(b); (f) not enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause agreements or permit Seller to take any actions leases which would require a supplement or amendment to the items required have had to be disclosed pursuant on any schedule hereto had such agreements or leases been entered into prior to Section 3.1. Further, between the date of this Agreement and the Closing Effective Date, Seller will: ; (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (dg) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue effect present insurance policies through the Closing Date; and (h) use its commercially reasonable efforts to maintain in good standing all Licenses necessary to operate Seller’s Business pursuant the Facilities and to such approvalsmaintain all goodwill of Residents, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders Employees and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreementvendors.

Regular Course of Business. Between the date of this Agreement and the Closing the Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, the Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. The Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between the date of this Agreement and the Closing Shareholders Closing, Shareholder will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders Shareholder will cause Seller to operate Seller’s the IP Communications Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders Shareholder will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing DateClosing, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they such become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s the IP Communications Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between the date of this Agreement and the Closing Shareholders Shareholder will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders Seller will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders Shareholder will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between the date of this Agreement and the Closing Shareholders Shareholder will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders Shareholder will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders Shareholder will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between the date of this Agreement and the Closing The Shareholders will not cause or permit the Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, the Shareholders will cause the Seller to operate Seller’s the Network Installation Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. The Shareholders will not cause or permit the Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, the Seller will: (a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to the Seller and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business; (c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each; (d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s the Network Installation Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and (e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by the Seller during the 3 month period immediately preceding the date of this Agreement.

Regular Course of Business. Between (a) Subject to the date of this Agreement and the Closing Shareholders will not cause or permit limitations set forth in Section 4.1(b) below, Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to shall use its commercially reasonable best efforts to keep available do the services of present officers and employees (other than planned retirements) and to preserve its present relationships following with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment respect to the items required to be disclosed pursuant to Section 3.1. Further, between Business or the date of this Agreement and the Closing Date, Seller willPurchased Assets: (ai) communicate regularly with Buyer Conduct the Business only in the ordinary course of business, and keep Buyer closely advised of any material developments relating to Seller shall maintain and preserve the Business and the Purchased Assets; (b) pay all of its trade accounts payable as they become due in relationships with suppliers, customers and other persons doing business with the Ordinary Course of its Business; (cii) maintain its Preserve and protect all of the Purchased Assets in good repair and condition, normal wear and tear excepted; (iii) Maintain the books and records of the Business in the usual, regular usual and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to eachcourse of business; (div) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits Maintain present insurance coverage in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders ; (v) Pay accounts payable and other permits obligations when they become due and take payable in the ordinary course of business; (vi) Collect Accounts Receivable in the ordinary course of business consistent with past practices; (vii) Pay all steps necessary Taxes when due and file all Tax Returns on or before the due date therefore, unless appropriate extensions are received; (viii) Make appropriate provisions in the books and records of the Seller for Taxes relating to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permitsoperations during such period; and (eix) not increase the discounts Withhold all Taxes required to be withheld and remitted by or on behalf of Seller in connection with amounts paid or owing to any employee or other sales promotions it offers Person, and pay such Taxes to customers over the discounts proper governmental authority or make appropriate reserves for such Taxes in accounts for such purpose. (b) Seller shall not, without the prior written consent of Buyer which may be withheld in its reasonable discretion, do any of the following: (i) Enter into any agreement, contract, lease or other commitment that would materially impair the Purchased Assets or the Business, other than in the ordinary course of business; (ii) Create, assume or permit to exist any Lien upon any of Purchased Assets, whether now owned or hereafter acquired; (iii) Merge or consolidate, or agree to merge or consolidate, with or into any other entity; (iv) Waive, release, grant or transfer any material right, modify or change in any material respect any Outstanding Order; (v) Cancel, discount or otherwise compromise any Accounts Receivable or other indebtedness owing to Seller or any claims which Seller may possess or waive any rights of material value that would have an adverse effect on the Purchased Assets or the Business, except in the ordinary course of business; (vi) Sell or otherwise dispose of any of the Purchased Assets, except in the ordinary course of business; (vii) Destroy or remove from the offices of Seller any Books and promotions offered by Seller during Records relating to the 3 month period immediately preceding Purchased Assets or the date Business; (viii) Commit any act or omit to do any act which will cause a breach of this AgreementAgreement or any Outstanding Order; (ix) Violate any applicable law, regulation, statute or ordinance; or (x) Change the pricing or terms for purchasing raw materials from suppliers or for sales to customers, except in the ordinary course of business.