Preservation of Business. The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.
Preservation of Business. 27 (e) Full Access.......................................................................... 27 (f)
Preservation of Business. Sellers will cause Target to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, insurance policies, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. From the date hereof through the Closing Date, the Shareholders and the Company shall cause the Company to use its best efforts to preserve its business organization intact, keep available the services of its present employees, consultants and agents, maintain its present suppliers and customers and preserve its goodwill.
Preservation of Business. From the Date of this Agreement until the Closing Date, the Seller (i) shall operate the Properties only in the Ordinary Course of Business, and shall not, without Purchaser's prior written consent, engage in any transaction outside the Ordinary Course of Business except as otherwise permitted herein, (ii) shall not, without Purchaser's prior written consent, sell or list for sale any of the Properties, (iii) shall use its reasonable best efforts to preserve the Properties, including the goodwill, going concern value, and advantageous relationships of the Seller with residents, customers, suppliers, independent contractors, employees and other Persons material to the operation of the Properties, (iv) shall perform its material obligations under the Leases and other material agreements affecting the Properties, (v) shall perform its material obligations under all Contracts, and (vi) shall not take or permit any action or omission which would cause any of its representations or warranties contained herein to become inaccurate in any material respect or any of the covenants made by it to be breached in any material respect. Without limiting the foregoing, without the Purchaser's prior written consent, the Seller will not cause or permit any default to occur under the Existing Debt or cause or permit any increase in the outstanding aggregate principal balance thereof from the Date of this Agreement until the Closing. The Seller shall continue to maintain all insurance policies in full force and effect up to and including the Closing Date. If the Seller contemplates entering into any transaction or agreement or taking any other action requiring the Purchaser's prior written consent under this Agreement, then the Seller shall give the Purchaser notice of such proposed transaction or agreement a reasonable time in advance of the proposed effective date thereof, and the Purchaser shall have three (3) Business Days in which to respond in writing either affirmatively or negatively. If the Purchaser shall fail to so respond, then Purchaser's consent will be irrebuttably presumed. In no event shall Purchaser's consent to any such transaction, agreement or other action be unreasonably withheld.
Preservation of Business. The Sellers will use best efforts to cause the Company to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, relationships with lessors, licensers, advertisers, suppliers, customers, and employees, all of the confidential information and trade secrets of the Stations, and the FCC Licenses.
Preservation of Business. The Company will keep its Business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.
Preservation of Business. The Company will use commercially reasonable efforts to maintain its business and properties, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers and employees.
