Conduct of the Businesses. P66 Company covenants and agrees that from and after the execution of this Agreement and until the Closing:
Conduct of the Businesses. The P66 Parties covenant and agree that from and after the execution of this Agreement and until the Closing:
Conduct of the Businesses. (a) Except as set forth on Schedule 6.01(a), from the date hereof until the Closing Date, Seller shall use its commercially reasonable efforts to carry on the Businesses according to their ordinary course of business and substantially in the same manner as currently conducted, to keep available the services of their officers and employees, to maintain and preserve intact the Businesses in all material respects and to maintain in all material respects the ordinary and customary relationships of the Businesses with its suppliers, customers, distributors and others having business relationships with it with a view toward preserving for Buyer, on and after the Closing Date, the Businesses and the goodwill associated therewith; provided, however, that, the foregoing notwithstanding, the Seller, Company and its Subsidiaries may use all available Cash on Hand to repay any Indebtedness or make any distribution to their stockholders (or other equityholders, as applicable), in each case prior to the Closing, to the extent any such distribution of Cash on Hand would not cause the Company or any Sold Subsidiary to violate any "minimum capital" requirements under applicable Law.
Conduct of the Businesses. From the date of this Agreement until the Closing Date, the Sellers shall conduct the Businesses in the ordinary and normal course of business, consistent with past practice; make ordinary marketing, advertising, promotional and other budgeted expenditures and implement ordinary pricing and promotional strategies in amounts generally comparable with the level of such strategies for the 12-month period ended December 31, 2006; and use commercially reasonable efforts to preserve and maintain the ongoing operations, organization and assets of the Business and maintain the goodwill of the Businesses’ franchisees, customers and others having business relations with the Sellers. Further, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date, except as may be first approved by Buyer in writing, or as is otherwise expressly permitted or required by this Agreement, neither Seller shall:
Conduct of the Businesses. Except as Purchaser otherwise expressly agrees in writing, Seller covenants that, prior to the Closing Date, Seller will:
Conduct of the Businesses. From and after the date of this Agreement and until the Closing Date, except as set forth on SCHEDULE 7.2 or as otherwise contemplated by this Agreement or as the Buyer shall otherwise consent to in writing, each Seller will, with respect to its Business, and each Executive Shareholder will cause each Seller in which he or his Affiliates have any direct or indirect ownership interest to: (a) carry on its Business in the ordinary course in a manner consistent with past practice, including without limitation by keeping in full force and effect insurance comparable in amount and scope to the coverage maintained by it (or on behalf of it) on the date hereof, not cancel any debts or claims, or waive or release any rights material to such Business relating to the operations of such Business, or default on any material obligation relating to the operations of its Business; (b) not permit all or any of the Purchased Property (real or personal, tangible or intangible) to be sold, licensed or subjected to any Encumbrance (other than a Permitted Encumbrance) except in dispositions of inventory or of worn-out or obsolete equipment for fair or reasonable value in the ordinary course of business consistent with past practices; (c) exercise all Best Efforts to maintain and preserve for the Buyer its relationships with customers, suppliers, managers, Employees, Network Physicians, Consultants, parties to Third Party Payor Agreements and actively sought prospective parties to Third Party Payor Agreements (including, without limitation PruCare) and others having business relationships with the Business; (d) not acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice and which does not require payment of aggregate amounts exceeding $10,000; (e) not enter into any new (or amend any existing) Plan, including, any employee benefit plan, program or arrangement or any new (or amend any existing) employment, independent contractor, severance or consulting agreement, grant any general increase in the compensation of officers or Employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any Network Physician, Consultant or Employee, except (i) in accordance with pre-existing contractual provisions or consistent with past practice, (ii) increases on an annual basis f...
Conduct of the Businesses. ALJ and Alon Assets covenant and agree that from and after the execution of this Agreement and until the Closing, except (i) as contemplated by this Agreement (including any Internal Reorganization Transactions), (ii) as required by applicable Law or
Conduct of the Businesses. From and after the date of this Agreement and until the Closing Date, except as set forth on Schedule 7.2 or as otherwise contemplated by this Agreement or as the Buyer shall otherwise consent to in writing, each Seller will, with respect to its Business, and each Executive Shareholder will cause each Seller in which he or his Affiliates have any direct or indirect ownership interest to:
Conduct of the Businesses. From and after the date of this Agreement until the earlier of (A) the termination of this Agreement in accordance with the provisions of Section 7.1 and (B) the Effective Time (such period, the “Interim Period”), except as expressly contemplated by this Agreement, each of Parent and the Company shall conduct their respective business in the ordinary course and use their respective commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state and local Permits, (iii) keep available the services of the officers and employees of the Company or Parent, as applicable, and (iv) maintain satisfactory relationships with the lenders, suppliers, licensors and licensees of the Company or Parent, as applicable, and others having material business relationships with the Company or Parent, as applicable. Without limiting the generality of the foregoing, during the Interim Period, except as expressly contemplated by this Agreement, set forth on Section 5.1 of the Company Disclosure Schedule or pursuant to the written consent of Parent, in the case of the Company, and set forth on Section 5.1 of the Parent Disclosure Schedule or pursuant to written consent of the Company, in the case of the Parent, each of the Company and Parent covenants that it shall not:
Conduct of the Businesses. (a) During the Pre-Closing Period, the Seller shall advise the Purchaser promptly following any material developments or changes, if any, with respect to the Purchased Assets, collectively, any Product or any Business.
