Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and its Subsidiaries respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion MAGIC or Town House Seller Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and the parties hereto will each use its Subsidiaries respectively, will each: best efforts to (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, regulations and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion or Town House Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and its Subsidiaries respectively, will eachCOMPOUNDHEALTH will: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion CPC or Town House Y-TEL Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and the parties hereto will each use its Subsidiaries respectively, will each: best efforts to (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, regulations and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion Comet or Town House American Schedules or as permitted or contemplated by this Agreement, Xerion Comet and Town House American and its Subsidiaries Subsidiary respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion DSTV or Town House ABG Schedules or as permitted or contemplated by this Agreement, Xerion and Town House and the parties hereto will each use its Subsidiaries respectively, will each: best efforts to (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, regulations and orders imposed by federal or state governmental authorities.

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Xerion EPAT or Town House American Schedules or as permitted or contemplated by this Agreement, Xerion EPAT and Town House American and its Subsidiaries Subsidiary respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.