Normal Course. Seller shall have operated the Assets in the normal and ordinary course of business since at least January 1, 1994, and shall have paid or caused to be paid promptly when due all city, county and state ad valerium taxes and similar taxes and assessments and all utility charges and assessments imposed upon or assessed against the Assets prior to the Closing. Seller shall exercise its best efforts to preserve the goodwill of the employees, patients, suppliers and others having business relationships with the Business through Closing.
Normal Course. From the date of this Agreement until the Closing, Company will and Majority Shareholders will cause Company to: (a) maintain its corporate existence in good standing, (b) maintain the general character of its business, (c) use all reasonable commercial efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and customers, (d) permit ICC, Buyer, their accountants, legal counsel and other representatives full access to its management, minute books and stock transfer records, other books and records, Contracts, properties and operations at all reasonable times upon reasonable notice and (e) in all respects conduct its business in the usual and ordinary manner consistent with past practice, including perform in all material respects all agreements or other obligations with banks, customers, suppliers, employees and others.
Normal Course. From the date hereof until the Closing Date, except as otherwise expressly contemplated by this Agreement the Company covenants that it will do, and will cause its subsidiaries to do, the following:
(i) maintain its and their limited liability company or corporate existence in good standing;
(ii) maintain the general character of their business;
(iii) maintain all presently existing insurance coverage under which they are beneficiaries relating to the business, operations, or assets of the Company and its subsidiaries, to preserve the business organization of the Company and its subsidiaries intact, to keep the services of the present principal employees of the Company and its subsidiaries, and to preserve the good will of the Company and its subsidiaries and its and their material suppliers and customers and others having material business relationships with the Company and/or its subsidiaries;
(iv) permit RAM, its representatives and its lenders full access to the Company’s and its subsidiaries’ management, minute books, other books and records, contracts, agreements, properties, and operations at all reasonable times; and in all respects conduct the business of the Company and its subsidiaries in the usual and ordinary manner consistent with past practice.
Normal Course. During the period from the date of this Agreement to the earlier of the completion of the Acquisition or termination of this Agreement, BSI will operate its business in the usual and ordinary course and will not declare any dividend on, or make other distributions in respect of its outstanding shares, make any distribution, payment or repayment to any non-arm’s length party, enter into any non-arm’s length contracts, issue any securities (other than on the exercise of convertible securities that are currently outstanding), or make any bonus payments to or increase the compensation or benefits of any directors, officer or employee, other than in the usual and ordinary course of business consistent with past practice or pursuant to existing contractual agreements.
Normal Course. Except as otherwise disclosed on Schedule 4.15, Seller has operated the Seller Business consistent with past practice, in the normal course of business and has not deviated from a pricing structure that is consistent with its past practice and typical for a business in Seller’s industry at all times between the Effective Date and the Closing.
Normal Course. From the date hereof until the Effective Time, except as expressly contemplated by the Contribution Agreement, the Company shall: (a) maintain its corporate existence in good standing; (b) maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage); (c) exercise commercially reasonable efforts to preserve intact, in all material respects, its business organization, preserve its goodwill and the confidentiality of its Trade Secrets, keep available to the Company the services of its current officers and employees and preserve their present material business relationships with their collaborators, licensors, customers, suppliers and other Persons with which the Company has material business relations; and (d) except as otherwise prohibited by Section 4.3 hereof, in all material respects conduct its business (including the sale of the Company’s products) only in the usual and ordinary manner, including the performance of all Contracts, consistent with past practice.
Normal Course. From the date hereof until the Effective Time, the Company shall, and shall cause the Company Subsidiary to: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage); (d) preserve intact in all material respects its business organization, preserve its goodwill and the confidentiality of its business know-how, exercise commercially reasonable efforts to keep available to the Company or the Company Subsidiary the services of its current officers and employees and preserve its present material business relationships with its collaborators, licensor, customers, suppliers and other Persons with which the Company has material business relations; and (e) in all respects conduct its business only in the usual and ordinary manner consistent with past practice including with respect to the performance of all Contracts.
Normal Course. From the date hereof until the Closing, the Company will: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) use all reasonable best efforts to maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage), preserve its business organization substantially intact, keep the services of its present principal employees and preserve its present business relationships with its material suppliers and clients; (d) permit Diva, its accountants, its legal counsel and its other representatives full access to its management, minute books and stock transfer records, other books and records, Contracts, properties and operations at all reasonable times and upon reasonable notice; and (e) in all respects conduct its business in the usual and ordinary manner consistent with past practice and perform in all material respects all Contracts with banks, clients, suppliers, employees and others.
Normal Course. From the date hereof until the Effective Time, the Companies shall, and shall cause the Company Subsidiaries to: (a) maintain its corporate existence in good standing; (b) maintain the general character of its business; (c) maintain in effect all of its presently existing insurance coverage (or substantially equivalent insurance coverage); (d) preserve intact in all material respects its business organization, preserve its goodwill and the confidentiality of its business know-how, exercise commercially reasonable efforts to keep available to the Companies or the Company Subsidiaries the services of its current officers and employees and preserve its present material business relationships with its collaborators, licensors, customers, suppliers and other Persons with which the Companies or the Company Subsidiaries has material business relations; and (e) in all respects conduct its business only in the usual and ordinary manner consistent with past practice, including performance of all Contracts. Nothing in this Section 5.1 shall be deemed to prohibit the transfer by ASC of its FADA Business to Company Shareholder in accordance with Section 8.4.
Normal Course. Except as contemplated herein, GLDH and Barakett shall continue to conduct their businesses and affairs in the ordinary and normal course and agree not to enter into or terminate any material contracts or transactions or to incur any liabilities, other than in the ordinary course, with respect to their respective business, without first obtaining the prior written consent of BAM.
