Common use of Conduct of Business in Normal Course Clause in Contracts

Conduct of Business in Normal Course. At all times material to this Agreement and until the Closing Date, Company shall, and the Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to keep available the services of its present employees; (iii) use its best efforts to preserve its present relationships with Persons having business dealings with it; (iv) operate its Business in the ordinary and regular course consistent with its prior practices; (v) maintain its books and records in accordance with best business practices; (vi) maintain all certificates, Licenses and Governmental Permits necessary for the conduct of its Business as currently conducted and as contemplated to be conducted; and (vii) comply with all applicable Laws. (a) Without limiting the generality of the foregoing, at all times material to this Agreement and until the Closing Date, Company and the Sellers shall not permit to occur with respect to Company, the Business or any of Company's assets, any: (i) action or omission that could reasonably be expected to have a Material Adverse Effect; (ii) transaction not in the ordinary course of business, including any sale of all or a portion of Company' s assets or any merger, affiliation or joint venture of Company and any other Person; (iii) damage, destruction or loss, whether or not insured; (iv) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 2017; (v) failure to pay the Company's debts, Taxes, or other obligations when due; (vi) change in accounting principles, methods or practices, claims, payment and processing practices or policies regarding transactions with Affiliates; (vii) revaluation of any assets or write-up or write-down of the value of any assets, other than consistent with past practice; (viii) amendment to the articles of formation or operating agreement of Company, except as may be required to comply with the terms of this Agreement; (ix) sale, assignment or transfer outside of the ordinary course of business, or encumbrance of, any asset; (x) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests of or other equity interest in Company; (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing; (xiii) capital expenditure or capital commitment requiring an expenditure of monies in the future by Company, other than transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregate; (xiv) amendment, termination or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to which Company is, or at any time since December 31, 2017, was, a party; (xv) increase or commitment to increase the salary or other compensation payable or to become payable to any Seller or officer, manager, employee, agent or independent contractor of Company, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; or (xvi) entry into any agreement, whether in writing or otherwise, to take any of the foregoing actions.

Conduct of Business in Normal Course. At all times material Each Seller and Company covenants and agrees, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Buyers, from and after the date of this Agreement and until the Closing Date, Company shall, to use reasonable efforts consistent with good business judgment to preserve the Companies' and the Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) maintain its Subsidiaries' present business organizations organization intact; (ii) use its best efforts to , keep available the services of its present employees; (iii) use its best efforts to , preserve its present relationships with Persons entities or persons having business dealings with it; (iv) it and generally operate its Business business in the ordinary and regular course consistent with its prior practices; (v) , maintain its books and records in accordance with best good business practices; (vi) practice, on a basis consistent with prior practice and in accordance with U.S. generally accepted accounting principles, and maintain all certificates, Licenses licenses and Governmental Permits permits necessary for the conduct of its Business business as currently conducted conducted. Each Seller and Company covenants and agrees that, except as otherwise expressly contemplated by this Agreement or as specifically consented to be conducted; in writing by the Buyers, from and (vii) comply with all applicable Laws. (a) Without limiting after the generality date of the foregoing, at all times material to this Agreement and until the Closing Date, no Seller or Company and shall undertake or permit the Sellers shall not permit following to occur with respect to any Company (including any Subsidiary): (a) action which would result in a material adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects, liabilities or assets of any Company, the Business whether or any of Company's assets, any: (i) action or omission that could reasonably be expected to have a Material Adverse Effectnot insured; (iib) transaction not in the ordinary course of business, including without limitation any sale of all or a portion substantially all of Company' s the assets of any Company or any merger, affiliation or joint venture merger of any Company and any other Personentity; (iiic) material damage, destruction or loss, whether or not insured; (ivd) unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $5,000 in the aggregate for all Companies (excluding commitments expressly described elsewhere in this Agreement or the Schedules hereto); (e) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31September 30, 20171996, or destruction, damage to, or loss of any asset of any Company (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets of any Company; (vf) failure to pay the Company's debts, Taxes, or other obligations when due; (vi) material change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding transactions with Affiliatesintercompany transactions; (viig) material revaluation of any assets or write-up or write-material write down of the value of any assets, other than consistent with past practiceinventory; (viiih) any declaration, setting aside, or payment of a dividend or other distribution in respect of its capital stock, or any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock; (i) issuance or sale of any shares of capital stock or of any other equity security or of any security convertible into or exchangeable for equity securities; (j) amendment to the articles its Certificate of formation Incorporation or operating agreement of Company, except as may be required to comply with the terms of this AgreementBy-laws; (ixk) sale, assignment or transfer outside of any tangible or intangible asset, including any rights to intellectual property, except in the ordinary course of business, or encumbrance of, any asset; (xl) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests disposition of or other equity interest in Company; (xii) lapse of any patent, trademark, trade nametradename, service xxxx servicemark or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the foregoing; (xiiim) mortgage, pledge or other encumbrance, including liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any lien or encumbrance or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) cancellation of any debt or waiver or release of any material contract, right or claim, except for cancellations, waivers and releases in the ordinary course of business which do not exceed $5,000 in the aggregate; (p) any indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future future, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, by any Company, other than customary transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) 5,000 in the aggregateaggregate for all Companies; (xivq) amendment, termination or revocation of (or notice of intent to do so)of, or a failure in any material respect to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract material contract or Lease agreement to which any Company is, or at any time since December 31as of September 30, 2017, 1996 was, a partyparty or of any material license, permit or franchise required for the continued operation of any business conducted by any Company on September 30, 1996; (xvr) increase or commitment to the increase of the salary or other compensation payable or to become payable to any Seller of its officers, directors or officer, manager, employeeemployees, agent or independent contractor of Companycontractors, or the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practicepractice and applicable policies and procedures of any Company; (s) changes to any product or establishment licenses held by any Company or in the regulatory or licensing status of any Company; or (xvit) entry into any agreement, whether in writing agreement or otherwise, understanding to take any of the foregoing actionsactions described above in this Section 5.02.

Conduct of Business in Normal Course. At all times material to this Agreement and until the Closing Date, Company shall, and the Sellers shall cause Company to, unless Except as otherwise expressly authorized by disclosed in this Agreement or as consented to in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to keep available the services of its present employees; (iii) use its best efforts to preserve its present relationships with Persons having business dealings with it; (iv) operate its Disclosure Schedule, the Company has, since April 30, 2000, conducted the Business in the ordinary and regular usual course consistent with its prior practices; (v) maintain its books and records in accordance with best business practices; (vi) maintain all certificatespast practice and, Licenses and Governmental Permits necessary for to the conduct Knowledge of its Business as currently conducted and as contemplated to be conducted; and (vii) comply with all applicable Laws. (a) Without limiting the generality Seller, no event or condition of the foregoing, at all times material to this Agreement and until the Closing Date, Company and the Sellers shall not permit to occur with respect to Company, the Business or any of Company's assets, any: (i) action or omission character has occurred that could reasonably be expected to have a Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, except as set forth in the Disclosure Schedule, since April 30, 2000 there has not been: (a) any change in the business, operations, assets, liabilities, financial condition or operating results of the Company, which has had a Material Adverse Effect on the Company; (iib) transaction not in the ordinary course of business, including any sale of all or a portion of Company' s assets or any merger, affiliation or joint venture of Company and any other Person; (iii) damage, destruction or loss, whether or not insuredcovered by insurance to or of the assets of the Company which has had a Material Adverse Effect on the Company; (ivc) failure any forgiveness of or waiver by the Company of any rights or of any debt, liability or obligation owed to maintain it other than in full force and effect substantially the same level and types ordinary course of insurance coverage as in effect on December 31, 2017business consistent with past practices; (vd) failure to pay any satisfaction or discharge of any Encumbrance or payment of any debt, liability or obligation by the Company's debts, Taxes, or other obligations when due; (vi) change except in accounting principles, methods or practices, claims, payment and processing practices or policies regarding transactions with Affiliates; (vii) revaluation the ordinary course of any assets or write-up or write-down of the value of any assets, other than business consistent with past practice; (viiie) amendment to any mortgage, pledge, transfer of an Encumbrance on the articles of formation or operating agreement of Company's Assets, except as may be required to comply with the terms of this AgreementEncumbrances for current Taxes not yet due or payable; (ixf) sale, assignment any direct or transfer outside indirect loans or guarantees made by the Company to or for the benefit of the ordinary course of businessSeller, employees, officers, directors or consultants, or encumbrance of, any asset; (x) payment members of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests of or other equity interest in Company; (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing; (xiii) capital expenditure or capital commitment requiring an expenditure of monies in the future by Companytheir immediate families, other than transactions travel advances and other advances made in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregateits business; (xivg) amendmentany declaration, termination setting aside or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence payment of any default (dividend or other event thatdistribution in respect of the Stock, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to which Company is, or at any time since December 31, 2017, was, a partyexcept as permitted by Article 6.3; (xvh) increase or commitment any sale, transfer, lease to increase the salary others or other compensation payable or to become payable to any Seller or officer, manager, employee, agent or independent contractor of Company, the payment disposition of any bonus of the Company's assets, cancelled or compromised any material debt owed to the foregoing persons Company or entering into material claim made by the Company; or waived or released any employmentright of substantial value, consulting or other service agreements in each case except in the ordinary course of business and consistent with past practice; orits business; (xvii) entry into the receipt of any agreementnotice of termination of any contract, whether lease or other agreement or any damage, destruction or loss which, in writing or otherwiseany case has had a Material Adverse Effect on the Company; (j) any labor union organizing activity, any actual or, to take the Knowledge of the Seller, any threatened employee strikes, work stoppages, slow-downs or lock-outs, or any change in its relations with its employees, agents, customers or suppliers or with any governmental authorities or self-regulatory organizations, which in any case has had a Material Adverse Effect on the Company; (k) any capital expenditures, capital commitments, additions or betterments which individually are in excess of $100,000; (l) any Contract, agreement or commitment by the Company to do any of the foregoing actionsthings described in this Article.

Conduct of Business in Normal Course. At all times material Each Seller, severally and not jointly, covenants and agrees, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser (which consent shall not be unreasonably withheld) and set forth on Schedule 6.02 hereto, from and after the date of this Agreement and until the Closing Date, Company shall, and the Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) use its respective reasonable efforts consistent with good business judgment to maintain its respective present business organizations intact; (ii) use its best efforts to , keep available the services of its respective present employees; (iii) use its best efforts to , preserve its respective present relationships with Persons having business dealings with it; (iv) it and generally operate its Business respective business in the ordinary and regular course consistent with its prior practices; (v) , maintain its respective books and records in accordance with best good business practices; (vi) practice, on a basis consistent with prior practice, and maintain all certificates, Licenses licenses and Governmental Permits permits necessary for the conduct of its Business respective business as currently conducted conducted. Each Seller, severally and not jointly, covenants and agrees that, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser (which consent shall not be conducted; unreasonably withheld), from and (vii) comply with all applicable Laws. (a) Without limiting after the generality date of the foregoing, at all times material to this Agreement and until the Closing Date, Company and the Sellers such Seller shall not undertake or permit the following to occur with respect to Company, the Business or any of Company's assetssuch Seller, any: (ia) action or omission that could reasonably be expected to have which would result in a Material Adverse Effectmaterial adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects (as a going concern), liabilities or assets, whether or not insured; (iib) transaction not in the ordinary course of business, including without limitation, any sale of all or a portion substantially all of Company' s the assets (or any merger, affiliation or joint venture of Company and merger with any other Personentity); (iiic) material damage, destruction or loss, whether or not insured; (ivd) unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $75,000 in the aggregate (excluding commitments expressly described elsewhere in this Agreement or the schedules hereto); (e) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 20171997, or any destruction, damage to, or loss of any asset (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets; (vf) failure to pay the Company's debts, Taxes, or other obligations when due; (vi) material change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding transactions with Affiliatesintercompany transactions; (viig) material revaluation of any assets or write-up or material write-down of the value of any assets, other than consistent with past practiceinventory; (viiih) any direct or indirect redemption, purchase or other acquisition of any shares of Capital Stock (other than distributions consistent with prior practice); (i) issuance or sale, or agreement to issue or sell, any Capital Stock except for shares issued upon exercise of options and warrants currently outstanding; (j) amendment to the articles its Certificate of formation Incorporation, By-laws or operating agreement of Company, except as may be required to comply with the terms of this Agreementother organizational documents; (ixk) sale, assignment or transfer outside of any tangible or intangible asset, including any rights to intellectual property, except in the ordinary course of business, or encumbrance of, any asset; (xl) payment of dividend on disposition or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests of or other equity interest in Company; (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the foregoing; (xiiim) mortgage, pledge or other encumbrance, including Liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any Lien or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) entering into any agreement, whether written or oral, or transaction (i) to waive, relinquish, terminate or forebear (other than as contemplated by Section 2.03(b)(vi) hereof) the enforcement of any right not in the ordinary course of business or involving consideration in excess of $75,000 (other than inventory acquisitions and dispositions in the ordinary course of business) or (ii) for the sale or acquisition or lease of any material assets; (p) indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future by Companyfuture, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, other than customary transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) 75,000 in the aggregate; (xivq) amendment, termination or revocation of (or notice of intent to do so), or a failure in any material respect to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract material contract or Lease agreement to which Company it is, or at any time since as of December 31, 2017, 1997 was, a partyparty or of any material license, permit or franchise required for the continued operation of any business conducted by it on December 31, 1997; (xvr) increase or commitment to the increase of the salary or other compensation payable or to become payable to any Seller or officer, manager, director or employee, agent or independent contractor contractors (other than members of Companythe Xxxxx family), the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practicepractice and applicable policies and procedures; or (xvis) entry enter into any agreementmaterial agreement (e.g., whether relating to capitated payment and discounted fee-for-service arrangements) with any physician, insurance company, managed care organizations or other healthcare organization, other than agreements (for terms not in writing excess of one year), on customary terms and conditions with past practice. Notwithstanding the foregoing, nothing herein shall preclude any Seller's distribution of monies in respect of its Capital Stock, repayment of that certain indebtedness listed on Schedule 6.08, payment of professional reading and other fees in the ordinary course of business consistent with past practice, and settlement or otherwise, to take any other termination of the foregoing actionsthose certain purchase orders set forth on Schedule 2.03(b)(vi).

Conduct of Business in Normal Course. At all times material to this Agreement and until the Closing Date, Company shall, and the Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) maintain its present business organizations intact; (ii) use its best efforts to keep available the services of its present employees; (iii) use its best efforts to preserve its present relationships with Persons having business dealings with it; (iv) operate its Business in the ordinary and regular course consistent with its prior practices; (v) maintain its books and records in accordance with best business practices; (vi) maintain all certificates, Licenses and Governmental Permits necessary for the conduct of its Business as currently conducted and as contemplated to be conducted; and (vii) comply with all applicable Laws. (a) Without limiting the generality of the foregoing, at all times material to this Agreement and until the Closing Date, Company and the Sellers shall not permit to occur with respect to Company, the Business or any of Company's assets, any: (i) action or omission that could reasonably be expected to have a Material Adverse Effect; (ii) transaction not in the ordinary course of business, including any sale of all or a portion of Company' s assets or any merger, affiliation or joint venture of Company and any other Person; (iii) damage, destruction or loss, whether or not insured; (iv) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31, 2017; (v) failure to pay the Company's debts, Taxes, or other obligations when due; (vi) change in accounting principles, methods or practices, claims, payment and processing practices or policies regarding transactions with Affiliates; (vii) revaluation of any assets or write-up or write-down of the value of any assets, other than consistent with past practice; (viii) amendment to the articles of formation or operating agreement of Company, except as may be required to comply with the terms of this Agreement; (ix) sale, assignment or transfer outside of the ordinary course of business, or encumbrance of, any asset; (x) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; Company; (xi) issuance of membership interests of or other equity interest in Company;in (xii) lapse of any patent, trademark, trade name, service xxxx or copyright or any application for the foregoing; (xiii) capital expenditure or capital commitment requiring an expenditure of monies in the future by Company, other than transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) in the aggregate; (xiv) amendment, termination or revocation of (or notice of intent to do so), or a failure to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract or Lease to which Company is, or at any time since December 31, 2017, was, a party; (xv) increase or commitment to increase the salary or other compensation payable or to become payable to any Seller or officer, manager, employee, agent or independent contractor of Company, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; or (xvi) entry into any agreement, whether in writing or otherwise, to take any of the foregoing actions.

Conduct of Business in Normal Course. At all times material The Seller, the Company and the Physician Stockholders covenant and agree, except as otherwise expressly contemplated by this Agreement or as specifically consented to in writing by the Purchaser, from and after the date of this Agreement and until the Closing DateEffective Time, Company shall, to use their respective best efforts consistent with good business judgment to maintain the Company's and the Sellers shall cause Company to, unless otherwise expressly authorized by this Agreement or as consented to in writing by Purchaser: (i) maintain its Seller's present business organizations intact; (ii) use its best efforts to , keep available the services of its present employees; (iii) use its best efforts to , preserve its present relationships with Persons having business dealings with it; (iv) them and generally operate its Business business in the ordinary and regular course consistent with its prior practices; (v) , maintain its books and records in accordance with best good business practices; (vi) practice, on a basis consistent with prior practice and in accordance with GAAP, and maintain all certificates, Licenses licenses and Governmental Permits permits necessary for the conduct of its Business their respective businesses as currently conducted conducted. The Seller, the Company and the Physician Stockholders covenant and agree that, except as otherwise expressly contemplated by this Agreement or as specifically consented to be conducted; in writing by the Purchaser, from and (vii) comply with all applicable Laws. (a) Without limiting after the generality date of the foregoing, at all times material to this Agreement and until the Closing Date, neither the Seller, the Company and nor the Sellers Physician Stockholders shall not undertake or permit the following to occur with respect to either the Seller or the Company, the Business or any of Company's assets, any: (ia) action or omission that could reasonably be expected to have which would result in a Material Adverse Effectmaterial adverse change, whether direct or indirect, in the business, operations, condition (financial or otherwise), prospects, liabilities or assets, whether or not insured; (iib) transaction not in the ordinary course of business, including without limitation any sale of all or a portion substantially all of Company' s the assets (or any merger, affiliation consolidation or joint venture of Company and other business combination with any other Personentity); (iiic) material damage, destruction or loss, whether or not insured; (ivd) individual unfulfilled commitment as of the date of this Agreement requiring expenditures exceeding $10,000 in the aggregate (excluding commitments expressly described elsewhere in this Agreement or the Schedules hereto); (e) failure to maintain in full force and effect substantially the same level and types of insurance coverage as in effect on December 31September 30, 20171998, or any destruction, damage to, or loss of any asset (whether or not covered by insurance) that materially and adversely affects the business, operations, condition (financial or otherwise), prospects, liabilities or assets; (vf) failure to pay the Company's debts, Taxes, or other obligations when due; (vi) material change in accounting principles, methods or practices, investment practices, claims, payment and processing practices or policies regarding transactions with Affiliatesintercompany transactions; (viig) material revaluation of any assets or write-up or write-material write down of the value of any assets, other than consistent with past practiceinventory; (viiih) declaration, setting aside, or payment of a dividend or other distribution in respect of Capital Stock, or any direct or indirect redemption, purchase or other acquisition of any shares of Capital Stock; (i) issuance or sale or agreement to issue or sell any Capital Stock except for shares issued upon exercise of options and warrants currently outstanding; (j) amendment to the articles Articles of formation Incorporation or operating agreement of Company, except as may be required to comply with the terms of this AgreementBy-laws; (ixk) sale, assignment or transfer outside of any tangible or intangible asset, including any rights to intellectual property, except in the ordinary course of business, or encumbrance of, any asset; (xl) payment of dividend on or other distribution with respect to, or redemption or repurchase of the Membership Interests or any other equity interest of Company; (xi) issuance of membership interests disposition of or other equity interest in Company; (xii) lapse of any patent, trademark, trade nametradename, service xxxx servicemark or copyright or any application for the foregoing, or disposition of any technology, software or know-how, or any license, permit or authorization to use any of the foregoing; (xiiim) mortgage, pledge or other encumbrance, including Liens and security interests, of any tangible or intangible asset; (n) discharge or satisfaction of any Lien or payment or cancellation of any liability other than payment of current liabilities in the ordinary course of business; (o) entering into any agreement, whether written or oral, or transaction to (i) waive, relinquish, terminate or forebear the enforcement of any right (x) not in the ordinary course of business or (y) involving consideration in excess of $10,000 (other than inventory acquisitions and dispositions in the ordinary course of business) or (ii) for the sale or acquisition or lease of any material assets; (p) indebtedness incurred for borrowed money or any commitment to borrow money, any capital expenditure or capital commitment requiring an expenditure of monies in the future by Companyfuture, any incurrence of a contingent liability or any guaranty or commitment to guaranty the indebtedness of others entered into, other than customary transactions in the ordinary course of business not in excess of Two Thousand Five Hundred and No/100 ($2,500.00) 10,000 in the aggregate; (xivq) amendment, termination or revocation of (or notice of intent to do so), or a failure in any material respect to perform obligations or the occurrence of any default (or other event that, with or without giving or the receipt of notice or the passage of time or both, would result in a notice of cancellation, acceleration or termination) under, any Contract material contract or Lease agreement to which Company it is, or at any time since December 31as of September 30, 2017, 1998 was, a partyparty or of any material license, permit or franchise required for the continued operation of any business conducted by it on September 30, 1998; (xvr) increase or commitment to the increase of the salary or other compensation payable or to become payable to any Seller officers, directors or officer, manager, employeeemployees, agent or independent contractor of Companycontractors, the payment of any bonus to the foregoing persons or entering into any employment, consulting or other service agreements except in the ordinary course of business and consistent with past practice; orpractice and applicable policies and procedures; (xvis) entry into material agreement with any agreementphysician, whether in writing insurance company, managed care organization or otherwise, other healthcare organization; (t) agreement or understanding to take any of the foregoing actionsactions described above in this Section 6.02.