Ordinary Conduct. Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:
Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the distribution and sale of the Product to be conducted in all material respects in the ordinary course in substantially the same manner as conducted as of the date hereof and shall make all reasonable efforts consistent with current practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliates has a material business relationship with respect to the Product. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreements, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to...
Ordinary Conduct. Except as will be set forth in Schedule 5(b) ----------------- or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall cause the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers, joint venture partners and others with whom the Company deals. Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 3(a) not being satisfied. In addition, except as will be set forth in Schedule 5(b) or otherwise expressly permitted by the terms of this Agreement, Seller shall not permit the Company to do any of the following without the prior written consent of Buyer:
Ordinary Conduct. (a) Except as required by Applicable Law or as set forth on Section 5.02 of the Seller Disclosure Schedule, and except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned, or delayed) or otherwise contemplated by the terms of this Agreement or of any Other Transaction Document, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the operation of the Xxxxx Xxxxx Facility to be conducted in all material respects in the ordinary course in substantially the same manner as currently conducted, and shall, and shall cause the Selling Affiliates to, use reasonable best efforts consistent with past practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliate, for the operation of the Xxxxx Xxxxx Facility, has a material business relationship.
Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS:
Ordinary Conduct. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall (i) cause the business of the Subsidiaries and their subsidiaries to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers and others with whom the Subsidiaries deal and (ii) maintain in effect all insurance as to which the Subsidiaries and their subsidiaries are beneficiaries, including any directors and officer insurance. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof until the Closing, neither of the Subsidiaries or their subsidiaries shall do any of the following without the written consent of Purchaser (which consent will not be unreasonably withheld):
Ordinary Conduct. Except as otherwise contemplated by the Equity Agreements or the Collaboration Agreement, from the date of this Agreement until the Closing, the Company shall, and shall cause its Affiliates to use commercially reasonable efforts to (a) carry on its business relative to the Development of NKTR-214 in the ordinary course and (b) preserve its material relationships with suppliers, distributors, licensors, licensees and others with whom the Company has contractual relationships regarding NKTR-214.
Ordinary Conduct. Except as expressly contemplated by this Agreement, the Double C Agreement or as set forth in Schedule 6.4, from the date hereof until the earlier of the termination of this Agreement or the Closing, Seller and the Netherlands Subsidiary each covenants and agrees, unless expressly contemplated by this Agreement or unless Purchaser shall otherwise consent, which consent shall not be unreasonably withheld or delayed:
Ordinary Conduct. Except as set forth in Section 7(b) of the Disclosure Schedule or as expressly contemplated by this Agreement (including Section 10(g) hereof), from the date hereof through the Cut-Off Date, the Company will cause the Business to be conducted in the ordinary course in all material respects in the same manner as presently conducted and will maintain proper business and accounting records, and make all reasonable efforts consistent with past practices to preserve the Business, including, without limitation, the organization thereof, and relationships of the Business with its material customers and suppliers, officer-level Employees and others with whom it has a material business relationship. In addition, except as set forth in Section 7(b) of the Disclosure Schedule or as expressly contemplated by this Agreement, the Company will not, and will not permit any of the other Sellers to, do any of the following without the prior written consent of Buyer:
