Conduct of the Business Until Closing. From the date hereof until Closing, except for actions taken with the prior written consent of Buyer, Seller shall conduct the Business in the ordinary course, and will use its best efforts to keep its business organization intact, to keep available the services of its present employees, and to preserve the goodwill of its customers, suppliers, and others having business relations with it. Seller will not take any action, or fail to take any action, that materially or adversely affects the ongoing operation of the Business.
Conduct of the Business Until Closing. Except for the actions taken or omitted to be taken pursuant to the prior written consent of Duramed, which consent shall not be unreasonably withheld or delayed, from the date of this Agreement until the Closing, Shire shall:
(a) carry on the Adderall Business in, and only in, the ordinary course, in substantially the same manner as heretofore conducted;
(b) perform in all material respects all of its obligations under any agreements and instruments relating to or affecting the Purchased Assets, and comply in all material respects with all laws applicable to it, the Purchased Assets or the Adderall Business;
(c) not enter into or assume any material agreement, contract or instrument relating to the Purchased Assets, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof; and
(d) not make any material change in the selling, distribution, pricing, advertising or collection practices for the Product, including any special effort or program to sell, consign or solicit order for the Product to customers or to discount, factor or collect sooner than normal any accounts receivable.
Conduct of the Business Until Closing. Except for the actions taken or omitted to be taken on Shire’s written consent, from the Execution Date of this Agreement until the Closing, the KemPharm Parties shall:
(a) use diligent efforts to procure from [*] the execution and delivery to Shire of the Release and Consent attached hereto as Schedule 2.8(d);
(b) not sell, transfer, convey or assign any rights, title, or interest in the Acquired Assets to any third party, and shall not take any action that would result in any Encumbrances on the Acquired Assets; and
(c) except to the extent specifically contemplated by this Agreement, conduct its business with respect to the Acquired Assets in a manner that: (i) is consistent in nature, scope and magnitude with the past practices of KemPharm and is taken in the ordinary course of the normal, day-to-day operations of KemPharm; (ii) does not require authorization by the board of directors or shareholders of KemPharm and does not require any other separate or special authorization of any nature; and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other companies in the same line of business as KemPharm.
Conduct of the Business Until Closing. Except as Xxxxxxxxxxxxxx.xxx may otherwise consent in writing, prior to the Closing NuMed will not conduct any operations and will use its best efforts to preserve the present business organization intact.
Conduct of the Business Until Closing. Seller and NYHC-NJ ------------------------------------- hereby covenant and agree that, from the date of this Agreement until the Closing, unless otherwise contemplated by this Agreement or consented to in writing by Purchaser, they will, and will cause each of their subsidiaries to, carry on the Business only in the ordinary course.
Conduct of the Business Until Closing. Except for the actions taken or omitted to be taken pursuant to the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, from the date of this Agreement until the Closing, Seller shall conduct its business with respect to the Purchased Assets in the ordinary course consistent with past practice, but in any event in a commercially reasonable manner, except to the extent specifically contemplated by this Agreement (including with regard to discounts, rebates and allowances).
Conduct of the Business Until Closing. Except as the Buyer may otherwise consent in writing, from the date of this Agreement through the Closing Date, the Sellers hereby covenant that they will do the following:
(a) operate the Business substantially as previously operated and only in the regular and ordinary course, not make any purchase or sale of the Purchased Assets except Inventory sold in the ordinary course of business, or introduce any new method of management or operation, and use Best Efforts to maintain and preserve intact the goodwill, reputation, present business organization, and relationships of the Sellers with persons having business dealings with them;
(b) maintain the assets and properties of the Sellers, real and personnel, in good order and condition, reasonable wear and use excepted, and maintain all policies of insurance covering the assets and properties of the Sellers in amounts and on terms substantially equivalent to those in effect on the date hereof;
(c) maintain the average number of days of Accounts Payable at not more than the average reflected in the Unaudited Statements and collect all Accounts Receivable in accordance with prudent business practices;
(d) comply with all laws applicable to the conduct of the Business; and
(e) maintain the Books and Records of the Sellers in the usual, regular, and ordinary manner, on a basis consistent with past practices; and, consistent with past practices, prepare and file all federal, state, local and foreign Tax Returns and amendments thereto required to be filed by the Sellers after taking into account any extensions of time granted by such taxing authorities.
Conduct of the Business Until Closing. Except as Red Cross may otherwise consent in writing, between the date of this Agreement and the Closing Date, each Seller will:
i) neither enter into any transaction, take any action nor fail to take any action which would, or could reasonably be expected to, materially adversely affect such Seller or its usability to perform its obligations under this Agreement; encumber any of the Assets, or dispose of any of the Assets;
ii) neither enter into any transaction, take any action nor fail to take any action, in a manner which would result in any of the representations, warranties, disclosures, agreements or covenants of such Seller contained in this Agreement, the exhibits hereto or any document delivered in connection with the consummation of the transactions contemplated hereby, not to be true and complete, as of the time of such transaction, action or failure to take action, and also on the Closing Date; and
iii) maintain all the Assets in good condition and repair, reasonable wear and tear excepted.
Conduct of the Business Until Closing. (a) Except for the actions taken or omitted to be taken pursuant to the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed, or conditioned, from the date of this Agreement until the Closing, Seller shall conduct its business with respect to the Product and Purchased Assets in accordance with the practices previously followed by it, except to the extent specifically contemplated by this Agreement, and shall use its commercially reasonable efforts to maintain and preserve the goodwill relating to the Product and the Purchased Assets. Consistent with the foregoing, Seller shall keep and maintain the Purchased Assets in good operating condition and repair and shall use good business practice to preserve the goodwill of the suppliers, contractors, licensors, customers and others having business relations relating to the Products.
(b) Notwithstanding Section 5.3(a), except as expressly contemplated by this Agreement or except with the express written approval of Purchaser, which approval shall not be unreasonably withheld, the Seller shall not:
(i) Other than Purchase Orders entered into in the ordinary course of business, enter into any contract with respect to the Product Assets or Purchased Assets other than contracts expressly contemplated by this Agreement;
(ii) amend, waive, modify or terminate any material term of any Assigned Contract or Purchase Order;
(iii) allow any of the Intellectual Property relating to the Product Assets, Purchased Assets, or the Product Registrations, to lapse, expire or abandon, or otherwise fail to be maintained;
(iv) create or incur or suffer to be created or incurred any lien on any of the Product Assets or Purchased Assets that will not be released on or prior to Closing;
(v) sell, lease, license, or otherwise dispose of, any of the Intellectual Property relating to the Product Assets or Purchased Assets, or become a party to any agreement effectuating any of the foregoing; or
(vi) initiate or settle any legal actions related to or affecting the Product Assets or Purchased Assets;
(vii) file any supplements or other requests and communications with FDA, excluding annual reports and adverse event reports as required by applicable law.
(viii) with respect to the manufacture, promotion and sale of the Products (x) make any material change in the selling, distribution, advertising, terms of sale or collection practices that is inconsistent with past practice, (y) enter into any material...
Conduct of the Business Until Closing. From the date hereof until Closing, except for actions taken with the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) or those matters set forth on Schedule 8(B), Seller shall conduct the Business in the ordinary course, and will use its commercially reasonable efforts to keep its business organization intact, to keep available the services of its present employees, and to preserve the goodwill of its customers, suppliers, and others having business relations with it. Seller will not take any intentional action, or willful omission that materially adversely affects the ongoing operation of the Business.
