Common use of Preservation of Business and Assets Clause in Contracts

Preservation of Business and Assets. Until the Closing, each of Seller and Shareholders shall use their best efforts and shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Seller or the Business. Each of Seller and Shareholders shall use their best efforts to obtain all documents called for by this Agreement. Buyer, Seller and Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until termination of this Agreement, Seller and Shareholders agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any stock of Seller. Until the Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller will not sell, discard or dispose of any of the Assets. None of the Leases and Contracts shall be amended between the date hereof and Closing without the prior written consent of Buyer. Until Closing, the Seller and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair.

Preservation of Business and Assets. Until From the date hereof until the Closing, each of Seller and Shareholders Shareholder shall use their best its commercially reasonable efforts and shall do or cause to be done all such acts and things as may be reasonably necessary to preserve, protect and maintain intact the Assets and the business and operation of the Business Hospital and Related Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill good will of the Hospital's and Related Assets' medical staff, suppliers, employees, clientele, patients patients, tenants and others having business relations with Seller. Seller or the Business. Each of Seller and Shareholders shall use its commercially reasonable efforts to retain its employees in their best current positions up to Closing and shall use its commercially reasonable efforts to obtain all documents called for by this Agreement. From and after the date of this Agreement until Closing, Seller will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair, consistent with past practice. Buyer, Parent, Seller and Shareholders Shareholder shall use their best commercially reasonable efforts to facilitate the consummation of the transactions contemplated under by this Agreement. Until termination of this Agreement, Seller and Shareholders Shareholder agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any capital stock of Seller. Until From and after the date of this Agreement until Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders any of the Shareholder, affiliate or any third party or pay any intercompany payable andother than in the ordinary course of business and Seller will not sell, discard, dispose of or move any of the Assets, other than in the ordinary course of business, Seller will not sell, discard or dispose of any of the Assets. None of the Leases and Contracts being assumed by Buyer shall be amended between the date hereof and Closing without the prior written consent of Buyer. Until Closing, except for renewals in the Seller and any party in possession ordinary course of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repairbusiness.

Preservation of Business and Assets. Until From the date of this Agreement until Closing, each of Seller Company, JGM, JSM, WKM and the Partnership Shareholders shall will use their reasonable best efforts and shall will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Seller Company, Subsidiaries or the Business. Each of Seller and Shareholders shall Company will use their its best efforts to obtain all documents called for by this Agreementretain its employees in their current positions up to Closing. Buyer, Seller and Shareholders shall use their best efforts Buyer acknowledges that the foregoing covenants are subject to facilitate the consummation of the transactions contemplated under this Agreementcost reduction measures specified in Exhibit 3.5. Until termination of this Agreement, Seller Company, Subsidiaries and Shareholders agree that they Sellers will not sell sell, transfer or transferpledge, or negotiate the sale sale, transfer or transfer pledge of, either any of the Assets or Shares or any stock other security of SellerCompany or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such matters. Until From the Effective Date until Closing, Seller shall subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will pay no dividend, and shall will make no distribution or extraordinary payment to Shareholders Sellers or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller Company and Subsidiaries will not sell, discard or dispose of any of the Assets. None Except in the ordinary course of business, none of the Leases and Contracts shall will be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company and Subsidiaries will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. Until From the Effective Date until Closing, the Seller and any party in possession of all or any part of the Real Estate will not perform any material grading or excavationCompany, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller Subsidiaries and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement.

Preservation of Business and Assets. Until From the date hereof through Closing, each of Seller Sellers and Shareholders Owners shall use their best efforts and shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business or the Leased Property and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, business and to preserve, protect and maintain for Buyer the goodwill good will of the medical staff, suppliers, employees, clientele, patients residents and others having business relations with Seller Sellers or the Business. Each of Seller Sellers and Shareholders Owners shall use their best efforts to obtain all documents called for by this Agreement. Buyer, Seller Sellers and Shareholders Owners shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until termination of this Agreement, Seller except in the ordinary course of business, Sellers and Shareholders Owners agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any stock of Sellerthe Leased Property. Until From the date hereof until Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of businessbusiness consistent with past practice, Seller Sellers will not sell, discard or dispose of any of the AssetsAssets or the Leased Property. None Except as set forth in Exhibit 6.1, none of the Leases and Contracts shall be amended between the date hereof and Closing without the prior written consent of Buyer. Until From the date hereof through Closing, the Seller Sellers and any party in possession of all or any part of the Real Estate or Leased Property will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real EstateEstate or Leased Property, except with respect to ongoing projects in the ordinary course of business. Until From the date hereof through Closing, Seller Sellers and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair, ordinary wear and tear excepted.

Preservation of Business and Assets. Until From the Effective Date until ------------------------------------ Closing, each of Seller Company and Shareholders shall Shareholder will use their best efforts and shall will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Seller Company or the Business. Each of Seller and Shareholders shall Company will use their its best efforts to obtain all documents called for by this Agreementretain its employees in their current positions up to Closing. BuyerFollowing Closing, Seller Company will provide its employees such medical and Shareholders shall use their best efforts health benefits as are provided to facilitate the consummation employees of the transactions contemplated under this AgreementBuyer of similar rank and responsibility. Until termination of this Agreement, Seller Company and Shareholders agree that they Shareholder will not sell sell, transfer or transferpledge, or negotiate the sale sale, transfer or transfer pledge of, either any of the Assets (other than inventory in the ordinary course of business) or Stock or other security oil Company, nor merge or consolidate with any stock other entity; neither Seller nor Shareholder will solicit any inquiries, proposals or offers relating to any such transactions; and both parties will promptly notify Buyer orally, and confirm in writing, of Sellerall relevant details relating to inquires, proposals or offers which either may receive relating to any such matters. Until From the Effective Date until Closing, Seller shall Company will pay no dividend, and shall will make no distribution or extraordinary payment to Shareholders Shareholder or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller Company will not sell, discard or dispose of any of the Assets. None of the Leases and Contracts shall will be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. Until From the Effective Date until Closing, the Seller and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller Company and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair, ordinary wear and tear expected. Buyer, Company and Shareholder shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement.

Preservation of Business and Assets. Until From the date of this Agreement until Closing, Ventures and each of Seller and the Shareholders shall will use their best efforts and shall will do or cause to be done all such acts and things as may be reasonably necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer Merger Subsidiary the goodwill of the suppliers, employees, clientele, patients clientele and others having business relations with Seller Ventures or the Business. Each of Seller and Shareholders shall Ventures will use their best its reasonable commercial efforts to obtain all documents called for by this Agreementretain its employees in their current positions up to Closing. BuyerExcept as provided herein, Seller and Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until until termination of this Agreement, Seller and neither Ventures nor any of the Shareholders agree that they will not sell sell, transfer or transferpledge, or negotiate the sale sale, transfer or transfer pledge of, either any of the Assets or Ventures Stock or other security of Ventures, nor merge or consolidate with any stock other entity; neither Ventures nor any of Sellerthe Shareholders will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Merger Subsidiary orally, and confirm in writing, of all relevant details relating to inquiries, proposals or offers that any may receive relating to any such matters. Until the Closing, Seller shall Ventures will pay no dividend, and shall will make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller Ventures will not sell, discard or dispose of any of the Assets, except as set forth in that certain agreement settling Ventures' obligation to Capital Investment Corp. of Panama City, Florida, a copy of which is attached as Exhibit 8.3. None of the Leases and Contracts shall will be amended in any material respect, other than to obtain consents to the exchange of the Ventures Stock contemplated in the Merger between the date hereof and Closing without the prior written consent of BuyerMerger Subsidiary, and Ventures will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Merger Subsidiary. Until From the Effective Date until Closing, the Seller and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller and any party in possession of all or any part of the Assets Ventures will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair.

Preservation of Business and Assets. Until From the Effective Date until the Closing, each of Seller Company and Shareholders shall use their best efforts and shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Seller Company or the Business. Each of Seller and Shareholders Company shall use their its best efforts to obtain all documents called for by this Agreementretain its employees in their current positions up to Closing. Buyer, Seller Company and Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until termination of this Agreement, Seller Company and Shareholders agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any stock Stock of SellerCompany. Until Except as set forth on Exhibit 6.1(a) and except as to amounts paid to Independent Quality Care for accounting services in the ordinary course of business (which is listed on Exhibit 6.1(b)), from the Effective Date until the Closing, Seller Company shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller Company will not sell, discard or dispose of any of the Assets. None of the Leases and Contracts shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer. Until From the Effective Date until Closing, the Seller Company and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until From the Effective Date until Closing, Seller Company and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair.