Conduct of Business Pending the Acquisition. SECTION 5.01. Conduct of Business by the Seller Pending the Acquisition. The Seller covenants and agrees that, between the date of this Agreement and the earlier of the termination of this Agreement or the Closing Date, unless the Buyer shall otherwise agree in writing, the businesses of the Seller shall be conducted only in, and the Seller shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Seller shall use commercially reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Seller and to preserve the current relationships of the Seller with customers, suppliers and other persons with which the Seller has significant business relations. It is acknowledged, however, that any action taken by the Buyer on behalf of the Seller pursuant to the MA or otherwise, shall not be deemed to be in violation of this Section 5.01. By way of amplification and not limitation, except as contemplated by this Agreement or as set forth in Schedule 5.01 of the Disclosure Schedule or otherwise contemplated by the MA, the Seller shall not, between the date of this Agreement and the earlier of the termination of this Agreement or the Closing Date, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Buyer:
Conduct of Business Pending the Acquisition. Section 5.1 Conduct of Business of the Company Pending the Acquisition. From the date of this Agreement until the earlier of the Effective Date and the valid termination of this Agreement in accordance with Article VIII, except (1) as otherwise expressly required or expressly permitted by this Agreement, (2) as expressly set forth in Section 5.1(a) of the Company Disclosure Letter, (3) as required by applicable Law or (4) as BidCo shall otherwise expressly consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (a) the Company shall, and the Company shall cause each of its subsidiaries to, (I) conduct its and their businesses in the ordinary course of business and (II) use its and their commercially reasonable efforts to operate its and their businesses in compliance with all applicable Law and preserve intact its and each of its subsidiaries’ material business organizations, to keep available the services of its and their officers and employees and to preserve in all material respects the relationships with Governmental Entities, customers, suppliers, distributors, creditors, and lessors and other Persons with which the Company or its subsidiaries have material business or regulatory relationships and (b) without limiting the foregoing, the Company shall not, and the Company shall cause each of its subsidiaries not to:
Conduct of Business Pending the Acquisition. Section 5.1 Conduct of Business by the Company Pending the Acquisition. From the date hereof until the Closing, unless GSCP shall otherwise agree in writing, or except as set forth in Section 5.1 of the Company Disclosure Letter or as otherwise contemplated by this Agreement, the Company and the Company Subsidiaries shall conduct their respective businesses solely in the ordinary course and shall use all commercially reasonable efforts to preserve intact their business organizations and relationships with third parties (including but not limited to their respective relationships with policyholders and agents), to keep available the services of their present officers and key employees, subject to the terms of this Agreement. Except as set forth in Section 5.1 of the Company Disclosure Letter or as otherwise provided in this Agreement, from the date hereof until the Closing, without the prior written consent of GSCP:
Conduct of Business Pending the Acquisition. From and after the date hereof until the Closing Date, except as contemplated by this Agreement or unless HealthAmerica and VivaKor shall otherwise agree in writing, VivaKor and HealthAmerica covenant and agree that they shall: (a) carry on business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted or presently contemplated to be conducted, (b) use all reasonable efforts to preserve intact its present business organization, keep available the services of its employees and consultants and preserve its relationships and goodwill with customers, suppliers, licensors, licensees, distributors and others having business dealings with it, and (c) use commercially reasonable efforts to protect its intellectual property rights to the end that its goodwill and on-going businesses shall not be impaired in any material respect as of the Closing Date. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or unless the parties shall otherwise agree in writing, prior to the Closing, neither shall:
Conduct of Business Pending the Acquisition
