Conduct of the Seller. During the period from the date of this Agreement and continuing until the Effective Time, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or the Schedules; as required by any Legal Requirement; or to the extent that the Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
(a) the Seller shall: (i) use commercially reasonable efforts to carry on the Hospital Operations in the usual, regular and ordinary course in all material respects, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts to maintain and preserve intact its current Hospital Operations organization, operations and to preserve the rights, goodwill and relationships of its Employees, customers, patients, suppliers, regulators and others having relationships with the Hospital Operations;
(b) other than as may be required by or in conformance with Legal Requirements in order to permit or facilitate the consummation of the Transactions contemplated hereby or the transactions disclosed in the Schedules, the Seller shall not sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any of its material assets other than in the Ordinary Course of Business consistent with past practice;
(c) other than as required by an existing Contract or agreement as in effect on the date hereof and other than in the Ordinary Course of Business consistent with past practice, the Seller shall not (i) increase the amount of cash compensation or severance pay of any officer or Employee, (ii) make any material increase in, or commitment to increase materially, any employee benefits or (iii) adopt or make any commitment to adopt any material new Employee Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan.
Conduct of the Seller. (a) Except as otherwise contemplated by this Agreement, unless all the International Assets are sold pursuant to the J&J Agreement, from and after the date of this Agreement until the earlier of (x) the consummation of the transaction contemplated by the Assets Call Right or (y) the termination of the Assets Call Right pursuant to Section 6.4 (the “Asset Covenant Termination Date”), the Seller will, and will cause its affiliates to, (1) use its reasonable best efforts to maintain and operate the International Assets in accordance with current practice and in material compliance with all applicable laws, and (2) maintain good relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the Seller to the extent related to the International Assets.
(b) Without limiting the generality of the foregoing and, except as otherwise expressly provided in this Agreement,
(i) unless all the International Assets are sold pursuant to the J&J Agreement, from and after the date of this Agreement until the Asset Covenant Termination Date, without the prior written consent of DISH, the Seller will not nor will it permit its affiliates to:
(1) permit any of its current insurance (or reinsurance) policies to be cancelled or terminated or any of the coverage thereunder to lapse if such policy covers any International Assets or insures risks, contingencies or liabilities which could result in an impairment of any such International Assets, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage remaining under those cancelled, terminated or lapsed policies are in full force and effect (it being understood that there shall be no obligation to extend such insurance policies after the Closing Date);
(2) (A) sell, transfer, assign, convey or otherwise dispose of or agree to sell, transfer, assign, convey or otherwise dispose of, any International Assets held by the Seller, except as pursuant to the J&J Agreement, (B) mortgage, pledge or otherwise encumber any International Assets held by the Seller except for such mortgages or encumbrances which constitute Permitted Exceptions or pursuant to the J&J Agreement; or (C) fail to make maintenance payments for, or fail to make filings required to be made with applicable trademark offices to maintain registrations or applications for any of the ICO Trademarks; or
(3)...
Conduct of the Seller. (a) Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, the Seller agrees to conduct its business in accordance with its ordinary and usual course of business and in compliance with the Securities Act and the Exchange Act; use its best efforts, subject to the foregoing, to preserve Seller’s business organization, keep available to the Seller the services of Seller’s officers and employees and maintain satisfactory relationships with customers, suppliers and others having business relationships with it; confer with representatives of the Buyer to keep them informed with respect to operational matters of a material nature and to report the general status of the ongoing operations of the business of the Seller; maintain the Seller’s books and records in compliance with the Exchange Act.
Conduct of the Seller. (a) Between the Execution Date and the Closing Date, except as expressly contemplated by this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld), Seller shall use all commercially reasonable efforts to: (i) maintain and use the Purchased Assets only in the ordinary course, in accordance with past practice and (ii) preserve in all material respects the Product and Seller’s ability to develop, manufacture, market, sell and otherwise exploit the Product and to transfer such right to Purchaser; provided, however, that in no event shall Purchaser’s consent be required to enter into or consummate an Other Transaction unless such Other Transaction has or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided further, that, no Other Transaction shall limit or release Seller from its obligations hereunder.
(b) Without limiting the foregoing, between the Execution Date and the Closing Date, Seller shall not:
(i) fail to exercise any rights of renewal with respect to any Assigned Contract or Registration that by its terms would otherwise expire;
(ii) settle or compromise any material claims of Seller that would materially adversely affect the Product or the Purchased Assets;
(iii) take any action or fail to take any commercially reasonable action that would knowingly result in a breach of any representation, warranty or covenant of Seller contained in this Agreement; or
(iv) agree to take any of the actions specified in this Section 6.2, except as expressly contemplated by this Agreement and the Related Agreements.
Conduct of the Seller. From the Closing Date until December 31, 2004, the Seller shall (i) continue to operate the Business and deal with the Assets (to the extent it has the rights to do so after giving effect to the Closing) according to past practice (other than in respect of writing new business) and (ii) provide the Buyer with information as reasonably requested by the Buyer relating to the Assets.
Conduct of the Seller. During the pre-Closing period, the Sellers shall use commercially reasonable efforts, except as otherwise required, authorized, or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, to (A) maintain the Purchased Assets and (B) continue to operate the Purchased Assets in compliance with all Orders and Laws applicable to the Sellers and their business in the ordinary course of business. Without limiting the generality of the foregoing, and except, (i) as otherwise expressly provided in or contemplated by this Agreement, (ii) required, authorized, or restricted pursuant to the Bankruptcy Code or an Order of the Bankruptcy Court, on or prior to the Closing Date, the Sellers shall:
(a) maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement;
(b) take all actions necessary or appropriate to maintain the Regulatory Submissions & Permits;
(c) not sell, transfer, abandon or otherwise dispose of any of the Purchased Assets;
(d) defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;
(e) not (i) amend, modify, waive, terminate, reject, or seek to reject any Assigned Contract (or any right thereunder), (ii) take or omit to take any action that would result (with notice or lapse of time or both) in a breach under any Assigned Contract, or (iii) enter into any new Contract in respect of the Purchased Assets;
(f) not mortgage, pledge, or subject to Encumbrances the Purchased Assets or other assets (or any part thereof) of Seller;
(g) not license any Portfolio Intellectual Property;
(h) perform all of obligations arising after the Petition Date under all Assigned Contracts;
(i) not sell any inventory outside of the ordinary course, consistent with past practice;
(j) comply in all material respects with all Laws applicable to the ownership and use of the Purchased Assets; and
(k) unless otherwise approved or ordered by the Bankruptcy Court in the Bankruptcy Case, not initiate, waive, release, assign, settle, or compromise any (i) Action in respect of the Purchased Assets or the Assumed Liabilities, (ii) Action that could give rise to Liabilities or impose any binding obligation whether contingent or realized) on the Seller, or (iii) waive or release any claims or rights included in or related to the Purchased Assets.
Conduct of the Seller. From the date hereof until the Closing, the Seller will not take any Prohibited Action (as defined in the Stock Purchase Agreement) without the consent of Buyer.
Conduct of the Seller. From the date hereof until the Closing Date, Seller shall cause to conduct its business in the ordinary course consistent with past practices and to use its best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller will not permit the Seller to:
(a) adopt or propose any change in its corporate charts or bylaws;
(b) merge or consolidate with any other Person or acquire a material amount of assets of any other Person;
(c) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practices; 21
(d) effect any direct or indirect redemption, purchase or other acquisition of any of its stock, or declare, set aside or pay any dividend or make any other distribution of assets of any kind whatsoever with respect to any stock. The Seller will not (i) take or agree or commit to take any action that would make any of its representations and warranties under this Agreement on the date of its execution and delivery inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
Conduct of the Seller. The Seller covenants and agrees that until the earlier of the time of Closing or the termination of the Agreement pursuant to Section 10, the Seller shall conduct its business only in the ordinary course consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its business organizations and relationships with third parties. The Seller shall conduct its business and the business if its Subsidiaries in compliance with all laws, ordinances or regulations of governmental entities applicable to such business, except where the failure to do so would not have a Material Adverse Effect.
Conduct of the Seller. Except as otherwise required to perform its obligations under this Agreement or as set forth on Schedule 5.1, from the date hereof to the Closing Date, the Seller shall:
(a) conduct its operations according to its ordinary course of business and maintain and preserve its business organization, employees and relationships with customers, suppliers, agents and others;
(b) not incur indebtedness, assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation, or make any loans or advances to any individual, firm or corporation;
(c) not mortgage, pledge or otherwise encumber any of its properties or assets or increase the amount of its Debt;
(d) not sell or transfer any of its material properties or assets or otherwise solicit or entertain the submission of offers relating to the sale of the Seller or the Seller Business or cancel, release or assign any indebtedness owed to the Seller;
(e) not alter the Real Property or the property leased by Seller under the Facility Leases and not enter into any agreements affecting all or any part of the Real Property or the Facility Leases;
(f) not increase in any manner the compensation, sales commissions or fringe benefits of any of the officers or employees of the Seller (or any independent contractor engaged by the Seller) or pay or agree to pay any pension or retirement allowance not required by any existing plan or agreement of the Seller to such officers or employees, or commit to any pension, retirement or profit-sharing plan or agreement or employment agreement or any amendment thereto with or for the benefit of any officer or employee of the Seller or loan or agree to make any loans to any officers or employee of the Seller;
(g) not permit any insurance policy covering the Seller naming it as a beneficiary or a loss payable payee to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination or cancellation, replacement policies, obtained by the Seller in its name, providing substantially the same coverage are in full force and effect;
(h) not permit the Seller to transfer or issue any stock or other securities or rights or options to acquire any stock or other securities of the Seller;
(i) not, other than in the ordinary course of the Seller's business, enter into or terminate any material contract or agreement, or make any material change in any of its material leases and contracts;
(j) not do any ...
