Common use of Conduct of Business; Certain Actions Clause in Contracts

Conduct of Business; Certain Actions. Except as set forth on Schedule 3.5 attached hereto, since the Balance Sheet Date, PC and Moadel have conducted the Business in the ordinary course and consistent with past practices and have not (a) increased the compensation of any employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of PC or Moadel, (b) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (c) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (d) amended its organizational documents, (e) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor or consultant, (f) made any change in its method of accounting, (g) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (h) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (i) entered into any other material transactions except in the ordinary course of business, (j) changed the standard, undiscounted per procedure fee generally charged to patients, which is $2,250 at the time of Closing, (k) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(j) of this Section, (l) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (m) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, (n) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it, or (o) changed or suspended its procedures for collecting accounts receivable and paying its accounts payable.

Conduct of Business; Certain Actions. Except as set forth on Schedule 3.5 attached hereto, and except as expressly required or contemplated under the terms of this Agreement and the other Transaction Documents, since the Balance Sheet Date, PC and Moadel have Seller has conducted the Business its operations in the ordinary course and consistent with its past practices and have has not (a) increased the compensation of any employees, agents, contractors, vendors or other partiesparties providing services to Seller, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of PC or MoadelSeller, (b) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (c) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (d) amended its organizational documents, (e) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor or consultant, (f) made any change in its method of accounting, (g) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (h) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (i) entered into any other material transactions except in the ordinary course of business, (j) changed the standard, undiscounted per procedure fee generally charged to patients, which is $2,250 at the time of Closingor suspended its procedures for collecting accounts receivable and paying its accounts payable, (k) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(j) of this Section, (l) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (m) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (n) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it, or (o) changed or suspended its procedures for collecting accounts receivable and paying its accounts payable.

Conduct of Business; Certain Actions. Except as set forth on Schedule 3.5 attached hereto, since the Balance Sheet Date, PC VCC and Moadel Couch have conducted the Business in the ordinary course and consistent with past practices and have not (a) increased the compensation of any employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of PC VCC or MoadelCouch, (b) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (c) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (d) amended its organizational documents, (e) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor or consultant, (f) made any change in its method of accounting, (g) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (h) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (i) entered into any other material transactions except in the ordinary course of business, (j) changed the standard, undiscounted per procedure fee generally charged to patients, which is $2,250 1,500 at the time of Closing, (k) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(j) of this Section, (l) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (m) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, (n) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, itthe Business, or (o) changed or suspended its procedures for collecting accounts receivable and paying its the accounts payablepayable of the Business.

Conduct of Business; Certain Actions. Except as set forth on Schedule 3.5 attached hereto, since the Balance Sheet DateJanuary 1, PC 1999, Target Center has conducted its Business and Moadel have conducted operations of the Business in the ordinary course and consistent with its past practices and have not has not, with respect to or in a manner affecting the Business (a) purchased or retired any indebtedness from any Seller, purchased, retired, or redeemed any membership interest from any Seller, or engaged in any other transaction that involves or requires distributions of money or other assets from Target Center to any Seller if such other transaction is not done in the ordinary course of business and is not consistent with past practices of Target Center, (b) increased the compensation of any of the Sellers or of any officers, employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of PC or MoadelTarget Center, (bc) made capital expenditures exceeding $2,000 individually or $5,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,0002,000, (ce) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances to any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (dh) canceled, waived, or released any of Target Center's debts, rights, or claims against third parties, (i) amended its organizational documentsArticles of Organization or Regulations, (ej) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor employee or consultant, (fk) made any change in its method of accounting, (gl) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (hm) made, entered into, amended, or terminated any written employment contract, created, made, amended, or terminated any bonus, stock option, pension, retirement, profit sharing, or other employee benefit plan or arrangement, or withdrawn from any "multi-employer plan" (as defined in the Internal Revenue Code of 1986, as amended (the "Code")) so as to create any liability under ERISA (as hereinafter defined) to any person or entity, (n) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (io) made any distributions, in cash or in kind, to the Sellers, its owners, or to any person or entity related to or affiliated therewith, in any capacity, except such distributions as are made in the ordinary course of Target Center's business consistent with past practices, (p) entered into any other material transactions except in the ordinary course of business, (j) changed the standard, undiscounted per procedure fee generally charged to patients, which is $2,250 at the time of Closing, (kq) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(ja)-(p) of this Section, (lr) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (ms) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, or (nt) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it, or (o) changed or suspended its procedures for collecting accounts receivable and paying its accounts payableTarget Center.