Conduct of the Acquired Business. Except as contemplated by this Agreement or as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the Closing Date, Sellers shall operate the Acquired Business according to its ordinary and usual course of business and consistent with past practice and use all commercially reasonable efforts to preserve intact with respect to the Acquired Business, its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it and preserve goodwill. Without limiting the generality of the foregoing, and except as (x) otherwise expressly provided in this Agreement or (y) required by law, prior to the Closing Date, Sellers shall not, without the consent of Buyer:
Conduct of the Acquired Business. (A) During the applicable Earn-Out Period, Buyer will operate the Acquired Business in good faith and in a commercially reasonable manner, having regard to industry conditions and the financial condition and prospects of Buyer and the Acquired Business and will refrain from taking any action that has as a principal purpose the avoidance or reduction of the Earn-Out Payments payable under Section 3.1(c) and Schedule 3.1(c) hereof. The general managers of the Acquired Business will establish the proposed sales price for each of the products and services of the Acquired Business, subject to final approval thereof by the Buyer.
Conduct of the Acquired Business. (a) Except as contemplated by this Agreement or as required by applicable Law, during the period commencing on the Effective Date and ending on the Closing Date, each of Parent and Seller shall cause the Acquired Companies to conduct the operations of their respective businesses in the ordinary course of business, consistent with past practice, and each of Parent and Seller shall use commercially reasonable efforts to cause the Acquired Business to preserve intact its business and to maintain satisfactory relationships with the customers, members, enrollees, providers, suppliers, Governmental Entities and others having business relationships with the Acquired Business. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as required by applicable Law (including antitrust Laws) (provided that Parent or Seller shall promptly provide notice to Buyer of any action taken or not taken under this Section 4.1(a) due to a requirement of Law), prior to Closing, each of Parent and Seller shall cause the Acquired Companies not to without the prior written consent of Buyer (which shall not be unreasonably withheld):
Conduct of the Acquired Business. During the period from the date of this Agreement to the Closing, except as otherwise expressly provided in this Agreement, Sellers shall cause the Acquired Business to be operated only in the ordinary course. Sellers shall use commercially reasonable efforts to preserve intact the present organization of the Acquired Business, keep available the services of the present officers and employees of the Acquired Business and preserve relationships with customers, suppliers, licensors, licensees, contractors, distributors and others having material business dealings with the Acquired Business. Without limiting the generality of the foregoing and except as set forth in Section 5.1 of the Seller Disclosure Schedule hereto, without the prior written consent of the Purchaser, (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the Closing, Sellers and their Affiliates shall not, to the extent related to the Acquired Business, and shall not cause or permit Valley or any Sold Subsidiary to:
Conduct of the Acquired Business. Except as expressly contemplated by this Agreement, as set forth on Schedule 5.1 or as consented to in writing by ECS (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Sellers shall, and shall cause their Affiliates (including each of the Group Companies) to, (a) conduct the Acquired Business in the Ordinary Course of Business, (b) use commercially reasonable efforts to preserve present relationships and goodwill with suppliers, customers, landlords, employees, agents, and other Persons, in each case having business dealings with the Acquired Business, (c) not take or omit to be taken any action which would reasonably be expected to result in a Material Adverse Effect and (d) without limiting the generality of the foregoing, not:
Conduct of the Acquired Business. (a) Seller agrees that, during the period from the date of this Agreement to the Closing, except as otherwise contemplated by this Agreement or consented to by Purchaser, which consent will not unreasonably be withheld or delayed, (i) Seller shall direct the Company to perform and/or comply with its obligations under this Agreement, including, without limitation, the covenants set forth in this Article VI and (ii) Seller shall not cause the Company to take any action that would prevent the Company from performing and/or complying with its obligations under this Agreement.
