Conduct of Business by Xxxxx. Except for (1) actions taken in connection with the Excluded Business or with respect to Corix (and not with respect to any Contributed Corix Entity), (2) actions taken in connection with the Corix Restructuring as expressly permitted by and in accordance with Section 7.8 or with respect to the BAPA in accordance with and subject to Section 9.10, (3) actions taken in accordance with, or otherwise in furtherance of, the Corix business plan delivered to IIF Subway prior to the date of this Agreement, a copy of which is set forth in Section 7.1(a) of the Corix Corix Business Plan, (4) the matters set forth in Section 7.1(a) of the Corix Disclosure Letter or actions otherwise expressly permitted or required by this Agreement, or (5) subject to Sections 7.1(a)(iii)(A) and 7.1(a)(iii)(E), actions taken with the prior written consent of IIF Subway (which shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law (the exceptions under clauses (1) through (5Corix Conduct of Business Exceptions Closing Date, Corix shall, and shall cause each Contributed Corix Entity to, (x) conduct the Corix Water Business in the ordinary course consistent with past practice in all material respects, (y) use commercially reasonable efforts to (A) preserve the goodwill and maintain all material relationships of each Contributed Corix Entity with customers, suppliers, Governmental Entities and other Persons with which the Contributed Corix Entities have material business dealings Related to the Corix Water the Corix Water Business)
Conduct of Business by Xxxxx. (a) At all times from the execution of this Agreement until the earlier of Completion and the date, if any, on which this Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted elsewhere in this Agreement, or as set forth in Clause 5.2 of the Xeris Disclosure Schedule, or with the prior written consent of Strongbridge (such consent not to be unreasonably withheld, conditioned or delayed), Xeris shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects and to preserve intact its business organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, however, Xeris may, in connection with the COVID-19 pandemic, take such actions as are reasonably necessary to (i) protect the health and safety of Xeris’s or its Subsidiaries’ employees and other individuals having business dealings with Xeris or any of its Subsidiaries or (ii) respond to third-party supply or service disruptions caused by the COVID-19 pandemic; provided, further, that no action by Xeris or its Subsidiaries with respect to matters specifically addressed by any provision of Clause 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Clause 5.2(b).
Conduct of Business by Xxxxx. Except for (1) actions taken in connection with the Excluded Business or with respect to Corix (and not with respect to any Contributed Corix Entity), (2) actions taken in connection with the Corix Restructuring as expressly permitted by and in accordance with Section 7.8 or with respect to the BAPA in accordance with and subject to Section 9.10, (3) actions taken in accordance with, or otherwise in furtherance of, the Corix business plan delivered to IIF Subway prior to the date of this Agreement, a copy of which is set forth in Section 7.1(a) of the Corix Disclosure Letter (the “Corix Business Plan”), (4) the matters set forth in Section 7.1(a) of the Corix Disclosure Letter or actions otherwise expressly permitted or required by this Agreement, or (5) subject to Sections 7.1(a)(iii)(A) and 7.1(a)(iii)(E), actions taken with the prior written consent of IIF Subway (which shall not be unreasonably withheld, conditioned or delayed) or as required by applicable Law (the exceptions under clauses (1) through
Conduct of Business by Xxxxx. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Xxxxx shall, and shall cause its Subsidiaries to, except to the extent that Xxxxxx’x shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Laws, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, Xxxxx will promptly notify Xxxxxx’x of any material event involving its business, operations or financial condition. In addition, without limiting the generality of the foregoing, except as set forth in Section 5.3 of the Xxxxx Disclosure Letter or except as expressly contemplated by this Agreement, without the prior written consent of Xxxxxx’x, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, Xxxxx shall not do any of the following and shall not permit its Subsidiaries to do any of the following:
Conduct of Business by Xxxxx. From the date of this Agreement to the Effective Date, except as otherwise provided in this Agreement or consented to in writing by Parent, Xxxxx shall (x) conduct the business of Xxxxx in the ordinary course of business consistent with past practice; and (y) maintain and preserve intact the current organization, business and franchise of the Xxxxx and preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with Xxxxx. Without limiting the foregoing, from the date hereof until the Closing Date, Xxxxx shall, consistent with past practice and commercially reasonable conduct:
