Common use of Conduct of the Seller Clause in Contracts

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. During Between the period from Execution Date and the date of this Agreement and continuing until the Effective TimeClosing Date, the Seller agrees that, except as expressly contemplated or permitted by this Agreement or the Schedules; Agreement, as required by any Legal Requirement; applicable Laws 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 shall carry on the Hospital Operations Business in the usual, regular and ordinary course Ordinary Course of Business 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 applicable Laws in order to permit or facilitate the consummation of the Transactions transactions contemplated hereby or the transactions disclosed in the Scheduleshereby, 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 practiceBusiness; (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 practiceBusiness, the Seller shall not (i) increase the amount of cash compensation or severance pay of any officer or Employeeofficer, (ii) make any material increase in, or commitment to increase materially, any employee benefits 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; (d) Seller shall continue in full force and effect the existing insurance policies and coverage related to the Acquired Assets and the Hospital.

Conduct of the Seller. During the period from Between the date of this Agreement and continuing until the Effective TimeClosing Date, 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 unless the Buyer shall otherwise consent agree in writing, the Seller shall cause the Included Business, including the servicing of the Acquired Servicing Portfolio and the Mortgage Loans Held for Sale, to be conducted only in the ordinary course of business consistent with past practice, and shall use commercially reasonable efforts to preserve substantially intact the Included Business, use commercially reasonable efforts to keep available the services of the employees of the Seller or any of its Subsidiaries and consultants of the Seller and use commercially reasonable efforts to preserve the current relationships of the Seller with customers, suppliers and other persons with which the Seller has significant business relations. By way of clarification and not limitation, between the date of this Agreement and the Closing Date, except as set forth on Schedule 5.1(a) of the Disclosure Schedules, the Seller shall not do or propose to do, directly or indirectly, unless with respect to Sections 5.1(a)(iii), (v), (x) and (xv) such action is in the ordinary course of the Seller’s business and consistent with past practice, any of the following in connection with the Included Business, the Purchased Assets or Assumed Liabilities without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed: (ai) the Seller shall: issue, sell, pledge, exclusively license, transfer, abandon, dispose of or otherwise subject to any Encumbrance any Purchased Assets, other than (i) use commercially reasonable efforts pledges of Mortgage Loans Held for Sale pursuant to carry on the Hospital Operations in the usualAssumed Credit Agreements, regular and ordinary course in all material respects, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts sales of Mortgage Loans to maintain and preserve intact its current Hospital Operations organizationXxxxxx Mae, operations and to preserve the rightsFHA/Xxxxxx Xxx, goodwill and relationships of its EmployeesXxxxxxx Mac or a conduit lender, 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 each case in the Schedules, the Seller shall not sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any ordinary course of its material assets other than in the Ordinary Course of Business business consistent with past practice; (cii) (x) amend, waive or modify in any material respect or consent to the termination of any Material Contract, or amend, waive or modify in any material respect or consent to the termination of the Seller’s rights thereunder, or (y) enter into any Contract that would qualify as a Material Contract under clause (iii), (v), (vi), (vii), (xii), (xvi) or (xviii) of the definition of “Material Contract” or (z) enter into any other Contract in connection with the Purchased Assets other than in the ordinary course of business consistent with past practice; (iii) (A)(x) grant or announce any increase in the compensation, salaries, bonuses, severance, termination, retention or change-in-control pay or other benefits payable or to become payable or the benefits provided to its employees or (y) accelerate the vesting or payment of the compensation or benefits payable or available to any employee, other than as required by an applicable law, pursuant to any plans, programs or agreements existing Contract on the date hereof or agreement other increases made in the ordinary course of business consistent with the past practices of the Seller or any of its Subsidiaries, as applicable; (B) adopt, establish, amend or terminate any Seller Benefit Plan, or any agreement, plan, policy or arrangement that would constitute a Seller Benefit Plan if it were in existence on the date hereof, in each case, other than as required by applicable law or the terms of a Seller Benefit Plan in effect on the date hereof and hereof; (iv) enter (or commit to enter) into, amend, terminate or extend any collective bargaining agreement or agreement with a works council or other union (or enter into negotiations to do any of the foregoing); (v) make, revoke or modify any material Tax election, settle or compromise any material Tax liability with respect to the Purchased Assets; (vi) cancel, compromise, waive or release any material right or claim relating to the Purchased Assets, pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) relating to the Included Business or the Purchased Assets, other than the payment, discharge or satisfaction in the Ordinary Course ordinary course of business consistent with past practice; (vii) permit the lapse of any existing policy of insurance relating to the Included Business or Purchased Assets that is not replaced with a substantially similar insurance policy; (viii) take any action, or intentionally fail to take any action, that would cause any representation or warranty made by the Seller in this Agreement or any Ancillary Agreement to be untrue in any material manner or result in a breach of any covenant made by the Seller in this Agreement or any Ancillary Agreement, or that has or would reasonably be expected to have a Seller Material Adverse Effect; (ix) except in connection with the origination, sale and servicing of Mortgage Loans in the ordinary course of business consistent with past practice, including, without limitation, entering into additional Warehouse Lines having terms and conditions consistent with past practice, incur, assume or guarantee any indebtedness for borrowed money for any Person or issue any debt securities or otherwise become responsible for, the Seller shall not (i) increase the amount of cash compensation or severance pay obligations of any officer Person, or Employee, (ii) make any material increase in, loans or commitment to increase materially, any employee benefits or advances; (iiix) adopt authorize or make any commitment with respect to adopt any material new Employee Benefit Plan single capital expenditure for the Included Business that is in excess of $100,000 or capital expenditures which are, in the aggregate in excess of $250,000 for the Included Business, taken as a whole; (xi) authorize or make any material contributioncommitment with respect to, any single Contract for the Purchased Assets that involves a future or potential liability or receivable, as the case may be, in excess of $100,000 over any 12-month period, other than regularly scheduled contributionscommitments that can be terminated by the Seller on not more than ninety (90) days’ notice with payment of less than $50,000; (xii) enter into any Contract with any Related Party of the Seller (other than Parent or any of its Subsidiaries) relating to the Purchased Assets or the Included Business; (xiii) fail to pay or file when due any payment necessary to maintain the effectiveness of the Seller Intellectual Property or otherwise abandon any Seller Intellectual Property; (xiv) permit the lapse of any right relating to material Seller Intellectual Property or any other material intangible asset used or held for use in connection with the Included Business; (xv) commence or settle any Action relating to the Purchased Assets, Included Business or Assumed Liabilities in excess of $100,000 individually or $250,000 in the aggregate or that could reasonably be expected to result in a material restriction on the Included Business; (xvi) enter into any Employee Benefit Planlease of real or person property or any renewals thereof in connection with the Included Business involving a term of more than one (1) year or rental obligation exceeding $100,000 per year in any single case; (xvii) make any change in any method of accounting or accounting practice or policy affecting the financial statements of the Included Business, except as required by GAAP; (xviii) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization that is engaged in a business similar to the Included Business or any material business or division thereof or enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement with any entity that is engaged in a business similar to the Included Business; (xix) pay out or otherwise remove any cash or cash equivalents from the Xxxxxxx Xxx Xxxx Collateral Account; or (xx) agree or commit to do any of the foregoing.

Conduct of the Seller. During Except (i) as set forth in Section 5.1 of the period from the date of Seller Disclosure Schedule, (ii) for entering into this Agreement and continuing until performing the Effective Timeobligations hereunder, the Seller agrees that, except (iii) as expressly contemplated or permitted by otherwise set forth in this Agreement or the Schedules; (iv) as required otherwise consented to by any Legal Requirement; or to the extent that the Buyer shall otherwise consent in writing, which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned, from the date hereof to the Closing Date, the Seller shall in connection with or relating to the PFI Business or the Acquired Assets, use its commercially reasonably efforts to: (a) conduct the Seller shall: (i) use commercially reasonable efforts to carry on the Hospital Operations PFI Business in the usual, regular and ordinary course in all material respectsconsistent with past practice, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts to maintain reflective of its current and anticipated financial and staffing situations, preserve intact its current Hospital Operations organization, operations business organization and to preserve the rights, goodwill and relationships of maintain its Employees, customers, patients, suppliers, regulators and others having customary relationships with suppliers and customers of the Hospital OperationsPFI Business and maintain all material Licenses and Permits, subject to any of the Seller’s obligations as debtors or debtors-in-possession under the Bankruptcy Code; (b) other than as may be required by not terminate or amend in conformance with Legal Requirements in order to permit or facilitate the consummation of the Transactions contemplated hereby or the transactions disclosed any material respect any Acquired Contract, except in the Schedules, the Seller shall not sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any ordinary course of its material assets other than in the Ordinary Course of Business business consistent with past practice; (c) not make any material capital expenditure with respect to the PFI Business not previously committed or make any new commitment for capital expenditures in excess of $100,000 individually or $500,000 in the aggregate other than (i) capital expenditures made in the ordinary course of business, (ii) the capital expenditures set forth in Section 5.1(c) of the Seller Disclosure Schedule, (iii) maintenance of capital expenditures made in the ordinary course of business, and (iv) capital expenditures as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (d) not permit the PFI Business to: (i) incur or assume any long-term debt relating to the PFI Business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iii) make any loans, advances or capital contributions to any other Person; or (iv) mortgage or pledge any of the Acquired Assets or create any Lien upon the Acquired Assets except for Permitted Liens, provided that the Seller shall be permitted to obtain "debtor-in-possession” financing as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (e) not change any of the accounting principles used by the PFI Business unless required by an existing Contract GAAP or agreement as Applicable Law; (f) not incur any material obligation or liability, except (A) current liabilities for trade or business obligations incurred in effect on connection with the date hereof and other than purchase of goods or services in the Ordinary Course ordinary course of Business business consistent with prior practice or otherwise permitted by the terms of this Agreement, and (B) as deemed necessary by the Seller and as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court in connection with any key employee retention plans (a "KERP”); (g) not sell, transfer, lease to others or otherwise dispose of any of the Acquired Assets, except for inventory sold in the ordinary course of business, or cancel or compromise any debt or claim, or waive or release any right of substantial value; (h) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Acquired Intellectual Property, or modify any existing rights with respect thereto or enter into any licensing or similar agreements or arrangements, except for non-exclusive licenses in the ordinary course of business consistent with past practice, the Seller shall and except where any such action would not reasonably be expected to have or result in a Material Adverse Effect; (i) increase remain in compliance with the amount of cash environmental impact statement associated with each ANDA; (j) not adopt or amend any employment, collective bargaining, bonus, profit-sharing, compensation, stock option, pension, retirement, vacation, severance, deferred compensation or severance pay other plan, agreement, trust, fund or arrangement for the benefit of any officer Employee (whether or Employeenot legally binding), to the extent the obligations under such plan, agreement, trust, fund or arrangement will (i) be an Assumed Liability or (ii) have a material impact on the PFI Business, other than any KERP or similar plan to the extent approved by the Bankruptcy Court if such approval is so required; (k) not enter into or assume any Material Contract relating to the PFI Business, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof, other than in the ordinary course of business or as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (l) not make any material increase inchange in the selling, distribution, advertising, terms of sale or collection practices for the PFI Business from those planned or budgeted, or commitment to increase materiallyenter into any practices, any employee benefits programs or long-term allowances not previously used during the past twelve (iii12) adopt months; (m) not purchase, order or make any commitment to adopt any material new Employee Benefit Plan or make any material contributionotherwise acquire inventory for the PFI Business in excess of the reasonably forecast requirements of the PFI Business; (n) pay accounts payable and other obligations of the PFI Business when they become due and payable in the ordinary course of business consistent with prior practice, other than regularly scheduled contributions, subject to any Employee Benefit Planof the Sellers’ obligations as debtors or debtors-in-possession under the Bankruptcy Code; (o) except for breaches and defaults of the type referred to in Section 365(b)(2) of the Bankruptcy Code, use reasonable best efforts to perform in all material respects all of its obligations under all Acquired Contracts and other agreements and instruments relating to or affecting the PFI Business or the Acquired Assets; (p) not take any action or omit to take any action that would result in the occurrence of any of the foregoing actions set forth in Section 5.1(b) through Section 5.1(n); and (q) satisfy, extinguish, terminate, and cause to be removed from the applicable public records, the liens and encumbrances listed in Section 5.1(q) of the Seller Disclosure Schedule.

Conduct of the Seller. During Except (i) as set forth in Section 5.1 of the period from the date of Seller Disclosure Schedule, (ii) for entering into this Agreement and continuing until performing the Effective Timeobligations hereunder, the Seller agrees that, except (iii) as expressly contemplated or permitted by otherwise set forth in this Agreement or the Schedules; (iv) as required otherwise consented to by any Legal Requirement; or to the extent that the Buyer shall otherwise consent in writing, which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned, from the date hereof to the Closing Date, the Seller shall in connection with or relating to the PFI Business or the Acquired Assets, use its commercially reasonably efforts to: (a) conduct the Seller shall: (i) use commercially reasonable efforts to carry on the Hospital Operations PFI Business in the usual, regular and ordinary course in all material respectsconsistent with past practice, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts to maintain reflective of its current and anticipated financial and staffing situations, preserve intact its current Hospital Operations organization, operations business organization and to preserve the rights, goodwill and relationships of maintain its Employees, customers, patients, suppliers, regulators and others having customary relationships with suppliers and customers of the Hospital OperationsPFI Business and maintain all material Licenses and Permits, subject to any of the Seller's obligations as debtors or debtors-in-possession under the Bankruptcy Code; (b) other than as may be required by not terminate or amend in conformance with Legal Requirements in order to permit or facilitate the consummation of the Transactions contemplated hereby or the transactions disclosed any material respect any Acquired Contract, except in the Schedules, the Seller shall not sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any ordinary course of its material assets other than in the Ordinary Course of Business business consistent with past practice; (c) not make any material capital expenditure with respect to the PFI Business not previously committed or make any new commitment for capital expenditures in excess of $100,000 individually or $500,000 in the aggregate other than (i) capital expenditures made in the ordinary course of business, (ii) the capital expenditures set forth in Section 5.1(c) of the Seller Disclosure Schedule, (iii) maintenance of capital expenditures made in the ordinary course of business, and (iv) capital expenditures as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (d) not permit the PFI Business to: (i) incur or assume any long-term debt relating to the PFI Business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iii) make any loans, advances or capital contributions to any other Person; or (iv) mortgage or pledge any of the Acquired Assets or create any Lien upon the Acquired Assets except for Permitted Liens, provided that the Seller shall be permitted to obtain "debtor-in-possession" financing as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (e) not change any of the accounting principles used by the PFI Business unless required by an existing Contract GAAP or agreement as Applicable Law; (f) not incur any material obligation or liability, except (A) current liabilities for trade or business obligations incurred in effect on connection with the date hereof and other than purchase of goods or services in the Ordinary Course ordinary course of Business business consistent with prior practice or otherwise permitted by the terms of this Agreement, and (B) as deemed necessary by the Seller and as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court in connection with any key employee retention plans (a "KERP"); (g) not sell, transfer, lease to others or otherwise dispose of any of the Acquired Assets, except for inventory sold in the ordinary course of business, or cancel or compromise any debt or claim, or waive or release any right of substantial value; (h) not transfer or grant any rights or licenses under, or enter into any settlement regarding the breach or infringement of, any Acquired Intellectual Property, or modify any existing rights with respect thereto or enter into any licensing or similar agreements or arrangements, except for non-exclusive licenses in the ordinary course of business consistent with past practice, the Seller shall and except where any such action would not reasonably be expected to have or result in a Material Adverse Effect; (i) increase remain in compliance with the amount of cash environmental impact statement associated with each ANDA; (j) not adopt or amend any employment, collective bargaining, bonus, profit-sharing, compensation, stock option, pension, retirement, vacation, severance, deferred compensation or severance pay other plan, agreement, trust, fund or arrangement for the benefit of any officer Employee (whether or Employeenot legally binding), to the extent the obligations under such plan, agreement, trust, fund or arrangement will (i) be an Assumed Liability or (ii) have a material impact on the PFI Business, other than any KERP or similar plan to the extent approved by the Bankruptcy Court if such approval is so required; (k) not enter into or assume any Material Contract relating to the PFI Business, or enter into or permit any material amendment, supplement, waiver or other modification in respect thereof, other than in the ordinary course of business or as may be reasonably consented to by the Buyer and approved by the Bankruptcy Court; (l) not make any material increase inchange in the selling, distribution, advertising, terms of sale or collection practices for the PFI Business from those planned or budgeted, or commitment to increase materiallyenter into any practices, any employee benefits programs or long-term allowances not previously used during the past twelve (iii12) adopt months; (m) not purchase, order or make any commitment to adopt any material new Employee Benefit Plan or make any material contributionotherwise acquire inventory for the PFI Business in excess of the reasonably forecast requirements of the PFI Business; (n) pay accounts payable and other obligations of the PFI Business when they become due and payable in the ordinary course of business consistent with prior practice, other than regularly scheduled contributions, subject to any Employee Benefit Planof the Sellers' obligations as debtors or debtors-in-possession under the Bankruptcy Code; (o) except for breaches and defaults of the type referred to in Section 365(b)(2) of the Bankruptcy Code, use reasonable best efforts to perform in all material respects all of its obligations under all Acquired Contracts and other agreements and instruments relating to or affecting the PFI Business or the Acquired Assets; (p) not take any action or omit to take any action that would result in the occurrence of any of the foregoing actions set forth in Section 5.1(b) through Section 5.1(n); and (q) satisfy, extinguish, terminate, and cause to be removed from the applicable public records, the liens and encumbrances listed in Section 5.1(q) of the Seller Disclosure Schedule.