Common use of Operation of Business in Ordinary Course Clause in Contracts

Operation of Business in Ordinary Course. Except as disclosed on Schedule 2.19, since January 1, 2003, Seller has been engaged solely in the operation of the Business in the Ordinary Course, consistent with past practice, and there has not been any occurrence, event, incident, action, failure to act or transaction involving Seller which has had or is reasonably likely to have individually or in the aggregate a Material Adverse Effect. Without limiting the foregoing, Seller has not (a) sold, transferred, assigned, leased or otherwise disposed of all or any portion of the Purchased Assets (other than sales of Inventory and other dispositions made in the Ordinary Course); (b) sustained any damage, loss or destruction whether or not covered by insurance of or to the Purchased Assets that has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (c) paid any material obligation or liability (fixed or contingent), or settled any material claim, liability or suit pending or threatened against the Business or the Purchased Assets other than workers' compensation claims or otherwise in the Ordinary Course or payments made in connection with the purchase of goods and services in Ordinary Course; (d) effected any change in any method of accounting or accounting practice used by Seller; (e) written-down any Inventory, except for write-downs in the Ordinary Course not material to the Business; (f) increased the wages, salaries, benefits or other compensation or made any other change in employment terms outside the Ordinary Course of any employee in the Business (except for customary increases based on term of service or promotion of non-salaried employees or other increases in the Ordinary Course); (g) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course; (h) mortgaged, pledged or subjected to any material lien, charge or any other encumbrance, any portion of its properties or assets; (i) entered into, amended or terminated any lease, contract, agreement, commitment, or any other transaction in excess of $10,000 other than in the Ordinary Course and in accordance with past custom and practice, or entered into any transaction with any Affiliate; (j) made any loans or advances to, or guarantees for the benefit of, any persons; (k) had revoked or terminated any material Consent; (l) made or suffered any material change in the conduct or nature of any aspect of the Business, other than changes made in the Ordinary Course and changes that did not, and would not reasonably be expected to, have a Material Adverse Effect; (m) has made (or committed to make) capital expenditures in an amount that exceeds $10,000 for any item or $100,000 in the aggregate; (n) paid (or delayed payment of) payables, collected (or delayed collection of) receivables or waived any rights, in each case other than in the Ordinary Course; (o) paid or incurred any management or consulting fees, or engaged any consultants, other than in the Ordinary Course; (p) experienced an adverse change in the aggregate amount of trade receivables or the aging thereof which is material, or a change in the level of the Inventory which is material; or (q) contracted or agreed to do any of the foregoing.

Operation of Business in Ordinary Course. Except as disclosed on Schedule 2.19Since November 30, since January 12010, 2003, Seller has (a) the businesses of each of the Fosun Companies have been engaged solely conducted in the operation ordinary course of business, (b) none of the Business Fosun Companies has disposed of any tangible movable property or real property owned or leased by such Fosun Company, other than in the Ordinary Course, ordinary course of business and on a basis consistent with past practice, and there has not been (c) none of the Fosun Companies has: (i) entered into any occurrencecontract, event, incident, action, failure to act commitment or transaction involving Seller which has had or is reasonably likely to have individually or other than in the aggregate a Material Adverse Effect. Without limiting ordinary course of business; (ii) increased the foregoingcompensation or other benefits payable or to become payable to, Seller has not or paid or agreed to pay any bonus or similar payment to, any employee, officer or director, except as consistent with past practice or as required by applicable PRC Law or regulation; (aiii) soldpurchased or otherwise acquired or leased or licensed any asset that is material to the operation of the business of any of the Fosun Companies, as it is currently conducted, from any other Person, excluding inventories acquired by the Fosun Companies in the ordinary course of business; (iv) sold or otherwise transferred, assignedleased, leased licensed or otherwise disposed pledged or hypothecated any asset that is material to the operation of the business of any of the Fosun Companies, as it is currently conducted to any other Person, excluding products sold by the Fosun Companies from inventory in the ordinary course of business; (v) made any individual capital expenditure in excess of RMB 2,000,000; (vi) written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of RMB 500,000; (vii) made any loan to any other Person or assumed or guaranteed any liability of any other Person; (viii) changed any of its methods of accounting or accounting practices or any tax elections or reporting methods in any material respect; other than any changes required to conform to changes in Chinese GAAP or applicable PRC Law; (ix) entered into any agreements regarding any merger or consolidation or other business combination of or by any of the Fosun Companies with any other corporation or any acquisition of all or any part of the securities of or equity interest in any other corporation or business organization or substantially all or any material portion of the Purchased Assets business or assets of, any other Person; (other than sales x) failed to perform any of Inventory its obligations in any material respect under any contract to which any of the Fosun Companies is a party and other dispositions made in the Ordinary Course); (b) sustained any damage, loss which is material to such Fosun Company’s business or destruction whether or not covered by insurance of operations or to the Purchased Assets that has had, or which any of Fosun Companies’ real property is reasonably likely to have, individually or in the aggregate, a Material Adverse Effectbound; and (cxi) paid closed any material obligation or liability (fixed or contingent), or settled any material claim, liability or suit pending or threatened against the Business or the Purchased Assets other than workers' compensation claims or otherwise in the Ordinary Course or payments made in connection with the purchase of goods and services in Ordinary Course; (d) effected any change in any method of accounting or accounting practice used by Seller; (e) written-down any Inventory, except for write-downs in the Ordinary Course not material to the Business; (f) increased the wages, salaries, benefits or other compensation or made any other change in employment terms outside the Ordinary Course of any employee in the Business (except for customary increases based on term of service or promotion of non-salaried employees or other increases in the Ordinary Course); (g) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course; (h) mortgaged, pledged or subjected to any material lien, charge or any other encumbrance, any portion of its properties or assets; (i) entered into, amended facility or terminated any lease, contract, agreement, commitment, or any other transaction in excess of $10,000 other than in the Ordinary Course and in accordance with past custom and practice, or entered into any transaction with any Affiliate; (j) made any loans or advances to, or guarantees for the benefit of, any persons; (k) had revoked or terminated any material Consent; (l) made or suffered any material change in the conduct or nature of any aspect of the Business, other than changes made in the Ordinary Course and changes that did not, and would not reasonably be expected to, have a Material Adverse Effect; (m) has made (or committed to make) capital expenditures in an amount that exceeds $10,000 for any item or $100,000 in the aggregate; (n) paid (or delayed payment of) payables, collected (or delayed collection of) receivables or waived any rights, in each case other than in the Ordinary Course; (o) paid or incurred any management or consulting fees, or engaged any consultants, other than in the Ordinary Course; (p) experienced an adverse change in the aggregate amount of trade receivables or the aging thereof which is material, or a change in the level of the Inventory which is material; or (q) contracted or agreed to do any of the foregoingoperations.

Operation of Business in Ordinary Course. Except as disclosed on Schedule 2.19Since September 30, since January 12010, 2003, Seller has (a) the businesses of each of the Chindex Contributed Companies have been engaged solely conducted in the operation ordinary course of business, (b) none of the Business Chindex Contributed Companies has disposed of any tangible personal movable property or real property owned or leased by such Chindex Contributed Company, other than in the Ordinary Course, ordinary course of business and on a basis consistent with past practice, and there has not been (c) none of the Chindex Contributed Companies has: (i) entered into any occurrencecontract, event, incident, action, failure to act commitment or transaction involving Seller which has had or is reasonably likely to have individually or other than in the aggregate a Material Adverse Effect. Without limiting ordinary course of business; (ii) increased the foregoingcompensation or other benefits payable or to become payable to, Seller has not or paid or agreed to pay any bonus or similar payment to, any employee, officer or director, except as consistent with past practice or as required by applicable Law or regulation; (aiii) soldpurchased or otherwise acquired or leased or licensed any asset that is material to the operation of the business of any of the Chindex Contributed Companies, as it is currently conducted, from any other Person, excluding inventories acquired by the Chindex Contributed Companies in the ordinary course of business; (iv) sold or otherwise transferred, assignedleased, leased licensed or otherwise disposed pledged or hypothecated any asset that is material to the operation of the business of any of the Chindex Contributed Companies, as it is currently conducted to any other Person, excluding products sold by the Chindex Contributed Companies from inventory in the ordinary course of business; (v) made any individual capital expenditure in excess of USD 75,000; (vi) written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of USD 75,000; (vii) made any loan to any other Person or assumed or guaranteed any liability of any other Person; (viii) changed any of its methods of accounting or accounting practices or any tax elections or reporting methods in any material respect; other than any changes required to conform to changes in GAAP or applicable Law; (ix) entered into any agreements regarding any merger or consolidation or other business combination of or by any of the Chindex Contributed Companies with any other corporation or any acquisition of all or any part of the securities of or equity interest in any other corporation or business organization or substantially all or any material portion of the Purchased Assets business or assets of, any other Person; (other than sales x) failed to perform any of Inventory its obligations in any material respect under any contract to which any of the Chindex Contributed Companies is a party and other dispositions made in the Ordinary Course); (b) sustained any damage, loss which is material to such Chindex Contributed Company’s business or destruction whether or not covered by insurance of operations or to the Purchased Assets that has had, or which any of Chindex Contributed Companies’ real property is reasonably likely to have, individually or in the aggregate, a Material Adverse Effectbound; and (cxi) paid closed any material obligation or liability (fixed or contingent), or settled any material claim, liability or suit pending or threatened against the Business or the Purchased Assets other than workers' compensation claims or otherwise in the Ordinary Course or payments made in connection with the purchase of goods and services in Ordinary Course; (d) effected any change in any method of accounting or accounting practice used by Seller; (e) written-down any Inventory, except for write-downs in the Ordinary Course not material to the Business; (f) increased the wages, salaries, benefits or other compensation or made any other change in employment terms outside the Ordinary Course of any employee in the Business (except for customary increases based on term of service or promotion of non-salaried employees or other increases in the Ordinary Course); (g) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course; (h) mortgaged, pledged or subjected to any material lien, charge or any other encumbrance, any portion of its properties or assets; (i) entered into, amended facility or terminated any lease, contract, agreement, commitment, or any other transaction in excess of $10,000 other than in the Ordinary Course and in accordance with past custom and practice, or entered into any transaction with any Affiliate; (j) made any loans or advances to, or guarantees for the benefit of, any persons; (k) had revoked or terminated any material Consent; (l) made or suffered any material change in the conduct or nature of any aspect of the Business, other than changes made in the Ordinary Course and changes that did not, and would not reasonably be expected to, have a Material Adverse Effect; (m) has made (or committed to make) capital expenditures in an amount that exceeds $10,000 for any item or $100,000 in the aggregate; (n) paid (or delayed payment of) payables, collected (or delayed collection of) receivables or waived any rights, in each case other than in the Ordinary Course; (o) paid or incurred any management or consulting fees, or engaged any consultants, other than in the Ordinary Course; (p) experienced an adverse change in the aggregate amount of trade receivables or the aging thereof which is material, or a change in the level of the Inventory which is material; or (q) contracted or agreed to do any of the foregoingoperations.

Operation of Business in Ordinary Course. Except as disclosed on Schedule 2.19Since November 30, since January 1, 20032002, Seller has been engaged solely in the operation of the Business in the Ordinary Course, consistent with past practice, and there has not been any occurrence, event, incident, action, failure to act or transaction involving Seller which has had or or, to the Knowledge of Seller, is reasonably likely to have individually or in the aggregate a Material Adverse EffectEffect on Seller or the Business. Without limiting the foregoingforegoing and except as set forth on Schedule 2.19, Seller has not (a) sold, transferred, assigned, leased or otherwise disposed of all or any portion of the Purchased Assets assets (other than sales of Inventory and other dispositions made in the Ordinary Course); (b) sustained any damage, loss or destruction whether or not covered by insurance of or to the Purchased Assets that has hadhad or, or to the Knowledge of Seller, is reasonably likely to have, individually or in the aggregate, a Material Adverse EffectEffect on Seller or the Business; (c) paid any material obligation or liability (fixed or contingent), or settled any material claim, liability or suit pending or threatened against the Business or the Purchased Assets other than workers' compensation claims or otherwise in the Ordinary Course or payments made in connection with the purchase of goods and services other than in Ordinary Course; (d) effected any change in any method of accounting or accounting practice used by Seller; (e) written-down any Inventory, except for write-downs in the Ordinary Course not material to the Business; (f) increased the wages, salaries, benefits or other compensation or made any other change in employment terms outside the Ordinary Course of any employee in the Business (except for customary increases based on term of service or promotion of non-salaried employees or other increases in the Ordinary Course); (g) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the Ordinary Course; (h) mortgaged, pledged or subjected to any material lien, charge or any other encumbrance, any portion of its properties or assets; (i) entered into, amended or terminated any lease, contract, agreement, commitment, or any other transaction in excess of $10,000 other than in the Ordinary Course and in accordance with past custom and practice, or entered into any transaction with any Affiliate; (j) made any loans or advances to, or guarantees for the benefit of, any persons; (k) had revoked or terminated any material Required Consent; (l) made or suffered any material change in the conduct or nature of any aspect of the Business, other than changes made in the Ordinary Course and changes that did not, and would not reasonably be expected to, have a Material Adverse EffectEffect on Seller or the Business; (m) has made (or committed to make) capital expenditures in an amount that exceeds $10,000 for any item or $100,000 in the aggregate; (n) paid (or delayed payment of) payables, collected (or delayed collection of) receivables or waived any rights, in each case other than in the Ordinary Course; (o) paid or incurred any management or consulting fees, or engaged any consultants, other than in the Ordinary Course; (p) experienced an adverse change in the aggregate amount of trade receivables or the aging thereof which is material, or a change in the level of the Inventory which is material; or (q) contracted or agreed to do any of the foregoing.