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

Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has: (i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000; (ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser; (iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000; (iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000; (v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter; (vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause; (vii) entered into any Contract with an Affiliate that is not on arms-length terms; (viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000; (ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract; (x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee; (xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000; (xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000; (xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000; (xiv) cancelled or materially reduced any of its insurance coverage; (xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure; (xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes; (xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions); (xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or (xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the Business, since the Balance Sheet Date, no neither Elite nor any Purchased Company has: (i) sold, transferred or otherwise disposed of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets which individually or in the aggregate do not exceed $250,000; (ii) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser; (iii) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), which individually or in the aggregate exceeded $250,000, except between any Purchased Company, on the one hand, and Elite, on the other hand, or between Elite, on the one hand, and Priority, on the other hand; (iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000, except between any Purchased Company, on the one hand, and Elite, on the other hand, or between Elite, on the one hand, and Priority, on the other hand; (v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter; (vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause; (vii) entered into any Contract with an Affiliate that is not on arms-length terms; (viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000; (ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of Elite or any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract; (x) increased the benefits to which employees of Elite or any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee; (xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000; (xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by Elite or the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000; (xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business Business. Elite or any Purchased Company in excess, individually or in the aggregate, of $250,000; (xiv) cancelled or materially reduced any of its insurance coverage; (xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure; (xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes; (xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions); (xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or (xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as disclosed Since its incorporation, Bark has operated its Business in Section 3.1(i) the ordinary course, and without limiting the generality of the Disclosure Letter or as such actions were taken in foregoing, Bark has not, except with respect to the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company hasLicense Agreement: (ia) sold, transferred or otherwise disposed of or diminished the value of any Assets used in the Business except for (A) Assets which are obsolete, or (B) Assets obsolete and which individually or in the aggregate do not exceed $250,00010,000; (iib) either made any material capital expenditure or commitment to do so substantially in excess of the amount budgeted for same in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaser$10,000; (iiic) discharged any obligation or liability (whether accrued, absolute, contingent or otherwise), ) which individually or in the aggregate exceeded $250,00010,000; (ivd) increased its indebtedness Indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, in excess of $250,000person; (ve) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter; (vif) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for causesenior employee; (viig) entered into any Contract agreement with an Affiliate that is any person with whom it does not on arms-deal at arm's- length termswithin the meaning of Tax Act; (viiih) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000Receivable; (ixi) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contractits employees; (xj) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee; (xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000; (xiik) cancelled or waived any claim material claims or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000rights; (xiiil) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000it; (xivm) cancelled or materially reduced any of its insurance coverage; (xvn) made any change in any method of accounting or auditing practicepractice except as required by GAAP, or amended or approved any amendment to its Organizational Documents respective organizational documents or capital structure; (xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes; (xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions); (xviiio) made, changed or revoked any Tax election inconsistent with past practices or adopt adopted or change changed any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed consented to any amended Tax Return extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or changed any accounting period; or (xixp) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) of the Disclosure Letter or as such actions were taken in the Ordinary Course of the BusinessSchedule 5.1(h), since the Balance Sheet Date, no the Purchased Company hasBusiness has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, the Vendors have not: (i) sold, transferred or otherwise disposed of any Assets assets used in the Purchased Business except for (A) Assets assets which are obsolete, obsolete or (B) Assets no longer required for the Purchased Business and which individually or in the aggregate do not exceed $250,00015,000, or (B) inventory sold in the Ordinary Course; (ii) either made any material capital expenditure or commitment to do so substantially in excess respect of the amount budgeted for same Purchased Business which individually or in the capital expenditure budget presented to the Purchaser as of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchaseraggregate exceeded $15,000; (iii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise)) relating to the Purchased Business, which individually or except in the aggregate exceeded $250,000Ordinary Course; (iv) increased its indebtedness for borrowed money money, except in the Ordinary Course, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person, Person in excess of $250,000connection with the Purchased Business; (v) awarded or made any bonus or profit sharing distribution or similar payment of any kind or declared or paid to any dividends except as may be required by Person in connection with the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure LetterPurchased Business; (vi) removed or received a notice of resignation from any auditor external accountant or director or terminated any officer or Key Employee except for causeother senior employee; (vii) entered into any Contract with an Affiliate that is not on arms-length terms; (viii) written off as uncollectible any Accounts Receivable in excess, individually or in the aggregate, of $250,000; (ix) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees Employees, independent contractors or agents, except in the Ordinary Course, or any improvements to notice, pay in lieu of any Purchased Companynotice, change of control, severance or termination pay, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee ContractLaw; (xviii) increased the benefits to which employees of any Purchased Company Employees are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewalsPlan, or created any new Employee Plan or Employment Contract for any employeeEmployee or promised any improvements to any Employee Plan; (ix) entered into any termination, notice, pay in lieu of notice, severance or change of control agreement with any of its Employees, independent contractors or agents; (x) granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies, other than in the Ordinary Course; (xi) settled any litigation or suffered any judgments, requiring payment by the Vendors which, individually or in the aggregate, exceed $15,000 or granting injunctive relief or specific performance; (xii) suffered any extraordinary lossloss in respect of the Purchased Business or any of the Purchased Assets, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000; (xiixiii) suffered any material shortage or any material cessation or interruption of inventory shipments, supplies or ordinary services in connection with the Purchased Business; (xiv) cancelled or waived any claim material claims or right rights in respect of Accounts Receivable from patients and other third-party payers for medical services provided by connection with the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000Purchased Business; (xiiixv) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, Purchased Assets or the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000Business; (xivxvi) cancelled or materially reduced any of its insurance coverage; (xv) made coverage on the Purchased Business or any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure; (xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of TaxesPurchased Assets; (xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions); (xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting period; or (xix) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Except as disclosed in Section 3.1(i) Disclosure Schedule 24 and other than in connection with the Reorganization, since the Accounts Date none of the Disclosure Letter Acquired Companies have: (a) amended its Governing Documents; (b) suffered any change that has resulted in a Material Adverse Effect; (c) made any material change in its accounting methods which is not required by IFRS or as such actions were taken United Kingdom Accounting Standards; (d) declared, paid or made a dividend or other distribution except to the extent provided in the Interim Financial Reports; (e) borrowed any amount in excess of £100,000 except borrowing from banks (or similar financial institutions) necessary to meet Ordinary Course working capital requirements; (f) repaid any sum in the nature of borrowings in advance of any due date or made any loan; (g) sold, assigned or transferred any tangible assets with a fair market or book value in excess of £100,000 except in the Ordinary Course of the Business, since the Balance Sheet Date, no Purchased Company has:Course; (h) removed any auditor or accountant or had any auditor or accountant resign; (i) sold, leased, licensed, modified, assigned or transferred, abandoned or permitted to lapse, transfer or dispose of, created or incurred any Lien on, or failed to take any action necessary to maintain, enforce or protect, any patents, trademarks, trade names, copyrights or trade secrets; (j) sold, leased, licensed, assigned, transferred or otherwise disposed of, or incurred any Lien on any material asset, security, properties, interests or any part of its business; (k) entered into, or agreed to enter into, any Related Party Transaction; (l) acquired or agreed to acquire an asset for an amount which is higher than open market arm’s-length value; (m) cancelled any material debts owed to or material claims held by it; (n) suffered any material damage, destruction or loss not covered by insurance; (o) received any cancellation or nonrenewal of any Assets used orders in the Business except for (A) Assets which are obsolete, excess of £100,000 on an individual basis or (B) Assets which individually or orders in excess of £100,000 in the aggregate do not exceed $or any cancellation or nonrenewal of any contract or agreement authorising any Acquired Company to use the Intellectual Property of any third parties; (p) made, or agreed to make, any capital expenditures exceeding £250,000 in the aggregate or incurred, or agreed to incur, a commitment or connected commitments involving capital expenditure exceeding in total £250,000; (iiq) either made any material capital expenditure disposed of, or commitment agreed to do so substantially in excess of the amount budgeted for same dispose of, an asset or assumed or incurred, or agreed to assume or incur, a liability, obligation or expense (actual or contingent), other than in the capital expenditure budget presented to the Purchaser as Ordinary Course of the date hereof or not made any material capital expenditure or commitment as and when contemplated in the budget presented to the Purchasertrading consistent with past practice; (iiir) discharged disposed of or agreed to dispose of an asset for an amount which is lower than book value or an open market arm’s-length value, whichever is the higher; (s) increased the compensation, remuneration or benefits payable to any obligation of its directors, officers or liability Senior Employees other than in the Ordinary Course or as contemplated in any Contract; (whether accruedt) established, absoluteadopted, contingent entered into or otherwise)amended any Employee Plans, which individually except as contained in folder 1.15 of the Data Room; (u) increased, or promised to increase, the compensation, bonus or other compensation or benefits payable to any Employee except for annual salary increases of no more than five percent in the aggregate exceeded $250,000; (iv) increased its indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to in the liabilities or obligation of any Person, in excess of $250,000Ordinary Course; (v) awarded terminated the employment or made any bonus services of or profit sharing distribution or similar payment of any kind or declared or paid any dividends except as may be required by the terms of a Material Contract, an Employee Plan, an Employment Contract or a contract identified to the Purchaser and listed in Section 3.1(t) of the Disclosure Letter; (vi) removed or received a notice of resignation from any auditor or director or terminated any officer or Key Employee except for cause; (vii) entered into any Contract with an Affiliate that is not on arms-length terms; (viii) written off as uncollectible termination, notice, pay in lieu of notice, retention, severance or change of control agreement with, any Accounts Receivable in excess, individually officer of such Acquired Company or in the aggregate, of $250,000; (ix) any Senior Employee or granted any general increase in the rate of wages, salaries, bonuses severance or other remuneration of termination pay to any employees of any Purchased Company, except as may be required by the terms of a Material Contract, an Employment Plan or an Employee Contract; (x) increased the benefits to which employees of any Purchased Company are entitled under any Employee Plan other than non-material increases in connection with health and welfare plan contract renewals, or created any new Employee Plan or Employment Contract for any employee; (xi) suffered any extraordinary loss, whether or not covered by insurance, exceeding, individually or in the aggregate, $500,000; (xii) cancelled or waived any claim or right in respect of Accounts Receivable from patients and other third-party payers for medical services provided by the Company, net of contractual allowances, with a value, individually, in excess of $40,000, or, in the aggregate, in excess of $2,000,000, or cancelled or waived any other claim or right with a value, individually, in excess of $40,000; (xiii) compromised or settled any litigation, proceeding or other governmental action relating to the Assets, the Business or any Purchased Company in excess, individually or in the aggregate, of $250,000; (xiv) cancelled or materially reduced any of its insurance coverage; (xv) made any change in any method of accounting or auditing practice, or amended or approved any amendment to its Organizational Documents or capital structure; (xvi) not paid within the time prescribed by applicable Law (including any permitted extensions) the proper amount of any Taxes due and payable, including any instalments of Taxes; (xvii) not withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Governmental Entity within the time prescribed under any Law (including any permitted extensions); (xviii) made, changed or revoked any Tax election inconsistent with past practices or adopt or change any method of Tax accounting, settled or compromised any liability with respect to Taxes, filed any amended Tax Return or changed any accounting periodsuch individual; or (xixw) authorizedsettled any litigation or claims, agreed or otherwise committedsuffered any judgments, whether requiring payment by the such Acquired Company in excess of £100,000 or not in writing, to do any of the foregoinggranting injunctive relief or specific performance.