Common use of Affirmative Covenants of the Companies Clause in Contracts

Affirmative Covenants of the Companies. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein, the Companies shall (and shall cause each of the Companies’ Subsidiaries to): (i) Operate the Companies and each of the Companies’ Subsidiaries in accordance with all applicable Laws and only in the usual, regular, and ordinary course of business, consistent with past general practices and custom; (ii) Use reasonable commercial efforts to preserve intact the rights, assets, properties, business organization, licenses, permits, Government Programs, Private Programs, customers and employee, supplier, patient, referral source and other relationships of the Companies and each of the Companies’ Subsidiaries; (iii) Use reasonable commercial efforts to retain the services of the employees, agents and consultants of the Companies and each of the Companies’ Subsidiaries on terms and conditions not less favorable to the Companies and each of the Companies’ Subsidiaries than those existing prior to the date hereof and to ensure that there are no material adverse changes to employee relations of the Companies and each of the Companies’ Subsidiaries; (iv) Keep and maintain the properties and assets of the Companies and each of the Companies’ Subsidiaries in their present condition, repair and working order, except for normal depreciation and wear and tear, and maintain the Companies and each of the Companies’ Subsidiaries rights and licenses; (v) Make available to the Buyer and its affiliates true and correct copies of applicable internal management and control reports (including aging of accounts receivable, and listings of accounts payable) and financial statements directly related to the Companies and each of the Companies’ Subsidiaries; (vi) As soon as reasonably practicable after they become available, but in no event more than thirty (30) days following the end of each calendar month, deliver to Buyer or its designated Affiliate true and complete copies of its monthly financial statements with respect to the Companies and each of the Companies’ Subsidiaries for each calendar month ending after the date of this Agreement and prior to Closing in the format historically utilized by the Companies and each of the Companies’ Subsidiaries; (vii) Perform in all material respects all obligations under agreements relating to or affecting the assets, properties or rights of the Companies and each of the Companies’ Subsidiaries; (viii) Keep in full force and effect present insurance policies or other comparable insurance coverage insuring the assets and properties used by the Companies and each of the Companies’ Subsidiaries; and (ix) Notify the Buyer of (i) any event or circumstance which is reasonably likely to have a Material Adverse Effect or constitute a breach of any of the Shareholders or the Companies representations, warranties or covenants contained herein; (ii) any material unexpected change in the normal course of business or in the operation of the properties and assets of the Companies or any of the Companies’ Subsidiaries; and (iii) any governmental complaints, investigations, hearings, or adjudicatory proceedings (or communications indicating that the same may be contemplated) involving the Companies or any of the Companies’ Subsidiaries. The Companies shall keep the Buyer fully informed of such events and shall consult with the Buyer and its affiliates in connection with any proposed outcome. Notwithstanding the foregoing or anything in Section 10.1.2, the Companies and the Companies’ Subsidiaries may take all actions reasonably required to do any of the following without violation or breach of any of the terms or provisions hereof: (a) use all available cash to repay any Indebtedness prior to the Closing; (b) transfer to the Companies and the Companies’ Subsidiaries those assets or rights which are solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded Companies; and/or (c) transfer from the Companies and the Companies’ Subsidiaries those assets or rights which are not solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded Companies.

Affirmative Covenants of the Companies. From For so long as this Agreement is in effect, the Seller shall (without the Seller, any Selling Shareholder or any of the Companies having any obligation to incur any expense outside the ordinary course of business), from the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement to the Closing, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as specifically contemplated by this Agreement or as otherwise expressly contemplated hereinagreed to by the Purchaser, the Companies shall (and shall cause each of the Companies to: (a) use reasonable efforts to preserve their business organization intact and to conduct their affairs only in the ordinary course of business; (b) use reasonable efforts to preserve their existing business relationships with their customers and others having business relationships with them and to maintain the goodwill enjoyed by them with such persons; (c) continue to pay all vendors and suppliers on a timely basis; (d) use reasonable efforts to keep available the services of their key employees; (e) comply with all material contractual obligations applicable to it; (f) comply in all material respects with all laws, statutes and regulations applicable to it and the conduct of its business, including the timely payment of all taxes (except for those being contested in good faith); (g) maintain all of its assets in good repair, order and condition, reasonable wear and tear excepted, and maintain its insurance coverages in effect before the date hereof or obtain comparable insurance coverages from reputable insurers which, in respect to amounts, types and risks insured, are consistent with its coverages in effect before the date hereof; (h) promptly notify the Purchaser upon obtaining knowledge of any default, event of default or condition which with the passage of time or giving of notice would constitute a default or event of default under any of the Companies’ Subsidiaries to):' contractual obligations; (i) Operate promptly notify the Companies and each Purchaser upon obtaining knowledge of any material pending or threatened litigation against any of the Companies’ Subsidiaries in accordance with all applicable Laws and only in the usual, regular, and ordinary course of business, consistent with past general practices and custom; (iij) Use reasonable commercial efforts to maintain and preserve intact the rights, assets, propertiesits corporate existence, business organization, assets, licenses, permits, Government Programs, Private Programs, customers authorizations and employee, supplier, patient, referral source and other relationships of the Companies and each of the Companies’ Subsidiariesbusiness opportunities; (iiik) Use reasonable commercial efforts to retain the services of the employees, agents and consultants of the Companies and each of the Companies’ Subsidiaries on terms and conditions not less favorable to the Companies and each of the Companies’ Subsidiaries than those existing prior to the date hereof and to ensure that there are no material adverse changes to employee relations of the Companies and each of the Companies’ Subsidiariesmaintain good accounting practices; (ivl) Keep and maintain promptly notify the properties and assets of Purchaser upon the Companies and each of the Companies’ Subsidiaries in their present condition, repair and working order, except for normal depreciation and wear and tear, and maintain the Companies and each of the Companies’ Subsidiaries rights and licenses; (v) Make available to the Buyer and its affiliates true and correct copies of applicable internal management and control reports (including aging of accounts receivable, and listings of accounts payable) and financial statements directly related to the Companies and each of the Companies’ Subsidiaries; (vi) As soon as reasonably practicable after they become available, but in no event more than thirty (30) days following the end of each calendar month, deliver to Buyer or its designated Affiliate true and complete copies of its monthly financial statements with respect to the Companies and each of the Companies’ Subsidiaries for each calendar month ending after the date of this Agreement and prior to Closing in the format historically utilized by the Companies and each of the Companies’ Subsidiaries; (vii) Perform in all material respects all obligations under agreements relating to or affecting the assets, properties or rights of the Companies and each of the Companies’ Subsidiaries; (viii) Keep in full force and effect present insurance policies or other comparable insurance coverage insuring the assets and properties used by the Companies and each of the Companies’ Subsidiaries; and (ix) Notify the Buyer of Seller's obtaining knowledge (i) of any condition or event or circumstance which is reasonably likely to have constitutes a Material Adverse Effect or constitute a material breach of any of the Shareholders covenants or agreements set forth in this Agreement, specifying the nature and period of existence of any such condition or event and what action any of the Companies representationshave taken, warranties is taking or covenants contained herein; proposes to take with respect thereto or (ii) of any material unexpected change condition or event which, in the normal course of business or in the operation opinion of the properties and assets Seller, could have a Material Adverse Effect; and (m) notify the Purchaser of the Companies declaration or payment of any cash dividend or distribution in respect of the Companies’ Subsidiaries; and (iii) any governmental complaints, investigations, hearings, or adjudicatory proceedings (or communications indicating that the same may be contemplated) involving the Companies or any of the Companies’ Subsidiaries. The Companies shall keep the Buyer fully informed of such events and shall consult with the Buyer and its affiliates in connection with any proposed outcome. Notwithstanding the foregoing or anything in Section 10.1.2, the Companies and the Companies’ Subsidiaries may take all actions reasonably required to do any of the following without violation or breach capital stock of any of the terms or provisions hereof: (a) use all available cash to repay any Indebtedness prior to Companies by the Closing; (b) transfer to delivery of an updated Schedule 2.8 as of the Companies and the Companies’ Subsidiaries those assets or rights which are solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded Companies; and/or (c) transfer from the Companies and the Companies’ Subsidiaries those assets or rights which are not solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded CompaniesClosing Date.

Affirmative Covenants of the Companies. From For so long as this Agreement is in effect, the Seller shall (without the Seller, any Trust or either of the Companies having any obligation to incur any expense outside the ordinary course of business), from the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement to the Closing, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as specifically contemplated by this Agreement or as otherwise expressly contemplated hereinagreed to by the Purchaser, the Companies shall (and shall cause each of the Companies to: (a) use reasonable efforts to preserve their business organization intact and to conduct their affairs only in the ordinary course of business; (b) use reasonable efforts to preserve their existing business relationships with their customers and others having business relationships with them and to maintain the goodwill enjoyed by them with such persons; (c) continue to pay all vendors and suppliers on a timely basis; (d) use reasonable efforts to keep available the services of their key employees; (e) comply with all material contractual obligations applicable to it; (f) comply in all material respects with all laws, statutes and regulations applicable to it and the conduct of its business, including the timely payment of all taxes (except for those being contested in good faith); (g) maintain all of its assets in good repair, order and condition, reasonable wear and tear excepted, and maintain its insurance coverages in effect before the date hereof or obtain comparable insurance coverages from reputable insurers which, in respect to amounts, types and risks insured, are consistent with its coverages in effect before the date hereof; (h) promptly notify the Purchaser upon obtaining knowledge of any default, event of default or condition which with the passage of time or giving of notice would constitute a default or event of default under any of the Companies’ Subsidiaries to):' contractual obligations; (i) Operate promptly notify the Companies and each Purchaser upon obtaining knowledge of any material pending or threatened litigation against either of the Companies’ Subsidiaries in accordance with all applicable Laws and only in the usual, regular, and ordinary course of business, consistent with past general practices and custom; (iij) Use reasonable commercial efforts to maintain and preserve intact the rights, assets, propertiesits corporate existence, business organization, assets, licenses, permits, Government Programs, Private Programs, customers authorizations and employee, supplier, patient, referral source and other relationships of the Companies and each of the Companies’ Subsidiariesbusiness opportunities; (iiik) Use reasonable commercial efforts to retain the services of the employees, agents and consultants of the Companies and each of the Companies’ Subsidiaries on terms and conditions not less favorable to the Companies and each of the Companies’ Subsidiaries than those existing prior to the date hereof and to ensure that there are no material adverse changes to employee relations of the Companies and each of the Companies’ Subsidiariesmaintain good accounting practices; (ivl) Keep and maintain promptly notify the properties and assets of Purchaser upon the Companies and each of the Companies’ Subsidiaries in their present condition, repair and working order, except for normal depreciation and wear and tear, and maintain the Companies and each of the Companies’ Subsidiaries rights and licenses; (v) Make available to the Buyer and its affiliates true and correct copies of applicable internal management and control reports (including aging of accounts receivable, and listings of accounts payable) and financial statements directly related to the Companies and each of the Companies’ Subsidiaries; (vi) As soon as reasonably practicable after they become available, but in no event more than thirty (30) days following the end of each calendar month, deliver to Buyer or its designated Affiliate true and complete copies of its monthly financial statements with respect to the Companies and each of the Companies’ Subsidiaries for each calendar month ending after the date of this Agreement and prior to Closing in the format historically utilized by the Companies and each of the Companies’ Subsidiaries; (vii) Perform in all material respects all obligations under agreements relating to or affecting the assets, properties or rights of the Companies and each of the Companies’ Subsidiaries; (viii) Keep in full force and effect present insurance policies or other comparable insurance coverage insuring the assets and properties used by the Companies and each of the Companies’ Subsidiaries; and (ix) Notify the Buyer of Seller's obtaining knowledge (i) of any condition or event or circumstance which is reasonably likely to have constitutes a Material Adverse Effect or constitute a material breach of any of the Shareholders covenants or agreements set forth in this Agreement, specifying the Companies representationsnature and period of existence of any such condition or event and what action the Company has taken, warranties is taking or covenants contained herein; proposes to take with respect thereto or (ii) of any material unexpected change condition or event which, in the normal course of business or in the operation opinion of the properties and assets Seller, could have a Material Adverse Effect; and (m) notify the Purchaser of the declaration or payment of any cash dividend or distribution in respect of the capital stock of either of the Companies or any by the delivery of an updated Schedule 2.8 as of the Companies’ Subsidiaries; and (iii) any governmental complaints, investigations, hearings, or adjudicatory proceedings (or communications indicating that the same may be contemplated) involving the Companies or any of the Companies’ Subsidiaries. The Companies shall keep the Buyer fully informed of such events and shall consult with the Buyer and its affiliates in connection with any proposed outcome. Notwithstanding the foregoing or anything in Section 10.1.2, the Companies and the Companies’ Subsidiaries may take all actions reasonably required to do any of the following without violation or breach of any of the terms or provisions hereof: (a) use all available cash to repay any Indebtedness prior to the Closing; (b) transfer to the Companies and the Companies’ Subsidiaries those assets or rights which are solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded Companies; and/or (c) transfer from the Companies and the Companies’ Subsidiaries those assets or rights which are not solely used in, and the operating liabilities which arose solely from, the home health business, hospice, and private duty businesses operated through the Companies, the Companies’ Subsidiaries, and the Excluded CompaniesClosing Date.