Seller will. (i) not sell or transfer any of its assets other than in the ordinary course of business consistent with past practices or (ii) not incur any material obligations or liabilities or enter into any material transaction, contract, arrangement or agreement without the prior written consent of Buyer; and
Seller will. (i) conduct its business and operations in the manner in which the same have heretofore been conducted; (ii) preserve its business organization intact; (iii) keep available the services of its officers, employees, agents and distributors and (iv) preserve its relationships with customers, suppliers and others having dealings with Seller;
Seller will notify Buyer as promptly as practicable of any significant change in the ordinary course of business for the Business and of any material Proceedings (Threatened or pending) involving or affecting the Business or the transactions contemplated by this Agreement, and shall use reasonable efforts to keep Buyer fully informed of such events.
Seller will. (i) (A) use its commercially reasonable efforts to maintain the Transferred Assets in the ordinary course of business consistent with past practice in good operating order and condition, reasonable wear and tear, damage by fire and other casualty excepted and (B) promptly repair, restore or replace any Transferred Assets in the ordinary course of business consistent with past practice;
Seller will. (a) keep all 3M Confidential Information confidential; (b) use 3M Confidential Information only as necessary to perform Seller’s obligations under the Order; and (c) assure that its employees, agents, and 3M-approved subcontractors abide by these confidentiality obligations. If Seller receives any tangible materials constituting 3M Confidential Information, then Seller will return those to 3M, on 3M’s request or at the end of the applicable Order. 3M Confidential Information does not include information that is: (x) available to the public in any publication; (y) known to Seller prior to its receipt from 3M as evidenced by Seller’s written records; or (z) available to Seller from another source without breach of any agreement or violation of law. If required by judicial or administrative process to disclose 3M Confidential Information, Seller agrees to promptly give 3M notice, allow 3M reasonable time to oppose such process, and seek to have the third party treat the information confidentially to the extent legally permissible.
Seller will. (1) operate its business only in the usual, regular and ordinary manner as such business was conducted before the Balance Sheet Date;
Seller will. (i) use commercially reasonable efforts to keep available the services of the employees listed on the Offer Schedule and Review Schedule (including by enforcing any restrictions on Seller's employees with respect to soliciting or hiring employees listed on those schedules), and use commercially reasonable efforts to replace all such employees whose employment terminates before the Closing Date, in accordance with past hiring practices; provided, that Holdco must consent to the hiring of any replacement employee with an annual compensation of $50,000 or more;
Seller will. (i) (1) maintain the Acquisition Assets in the ordinary course of business in good operating order and condition, reasonable wear and tear excepted, and (2) upon any damage, destruction or loss to any of the Acquisition Assets, apply any and all insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of the Acquisition Assets before such event;
Seller will. (a) carry on its business pertaining to the Hospital in substantially the same manner as presently conducted and not make any material change in personnel, operations, finance, accounting policies, or real or personal property pertaining to the Hospital;
Seller will. (i) manage and operate the Property only in the ordinary and usual manner, substantially in accordance with Seller’s present practice, and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition it is in on the date of this Contract, reasonable wear and tear excepted; (iii) give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and facsimile of any fire or other casualty affecting the Property after the Effective Date; and (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property received by Seller after the Effective Date.
