Operations Prior to the Closing Date. (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts to, and shall cause the Companies to use their commercially reasonable efforts consistent with good business practice to, preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies.
Operations Prior to the Closing Date. Sellers covenant and agree that, except (v) as expressly contemplated by this Agreement, (w) as disclosed in Schedule 7.2, (x) with the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed) and (y) as otherwise required by Legal Requirements, after the Effective Date and prior to the Closing Date:
Operations Prior to the Closing Date. The Seller covenants and agrees that, except (i) as expressly contemplated hereby, (ii) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iii) as otherwise required under the Bankruptcy Code or by Legal Requirements, after the Execution Date and prior to the Closing Date, the Seller shall carry on the business in the Ordinary Course of Business of the Seller and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the Execution Date.
Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4, except as contemplated by this Agreement or except with the written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Aon shall use its reasonable efforts to cause the Company and the Subsidiaries to operate and carry on their business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Aon shall cause the Company and the Subsidiaries to use their reasonable efforts consistent with good business practice to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Company and the Subsidiaries.
Operations Prior to the Closing Date. (a) Sellers shall, and shall cause Dermagraft JV and DermEquip to, operate and carry on the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) only in a manner consistent with the Budget and, to the extent consistent with the Budget, in the ordinary course consistent with past practice. Sellers agree to fund Dermagraft JV as required under normal practice and consistent with the Budget. Consistent with the foregoing and with the Budget and to the extent permitted or required by the Bankruptcy Proceedings, Sellers shall, and shall cause Dermagraft JV and DermEquip to, use their reasonable best efforts to continue operating the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) as a going concern, and to maintain the business organization of the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees) intact and to preserve the goodwill of the manufacturers, suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business (excluding the Excluded Assets, Excluded Liabilities and Employees who are not Transferred Employees). In connection therewith, and except for Employees who are not Transferred Employees, Sellers shall not (i) transfer or cause to be transferred from the Business any Employee or agent thereof, (ii) offer employment for any period on or after the Closing Date to any such employee or agent regarding whom Buyer makes offers of employment (if any); provided, that Sellers may offer employment to each of the Employees listed in Section 7.4 of the Disclosure Schedule if such Employee declines employment with Buyer or its Affiliates or Buyer and its Affiliates do not offer to employ such Employee, (iii) otherwise attempt to persuade any such person to terminate his or her relationship with the Business, or (iv) except for Employees who are not Transferred Employees, make any change in compensation of the employees of Sellers or any of their Affiliates rendering services to the Business, other than changes made, in the case of employees other than officers, in accordance with normal compensation practices and consistent with past compensation practices and Sellers shall promptly notify Buyer regarding any such changes.
Operations Prior to the Closing Date. (a) From the ------------------------------------ date hereof through the Closing Date, Parent shall cause the Companies to operate and carry on the Business in the ordinary course in accordance with past practice and in compliance with all applicable Requirements of Law, including Environmental Laws. Consistent with the foregoing, Parent shall cause each of the Companies to use its reasonable efforts consistent with good business practice to (i) maintain the business organization of the Companies intact, (ii) keep available the services of any key employees of the Companies and (iii) preserve the goodwill and beneficial relationships of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Companies.
Operations Prior to the Closing Date. Except (a) as otherwise expressly contemplated by this Agreement, (b) as set forth on Schedule 7.02, or (c) as otherwise consented to in writing by Buyer in its sole discretion, from the date hereof until the Closing Date or the earlier termination of this Agreement in accordance with its terms:
Operations Prior to the Closing Date. (a) Except as set forth in Schedule 6.4 or as otherwise contemplated by this Agreement or consented to in writing by Buyer, each of the Seller and the Company shall (and shall cause each Subsidiary to) conduct its business in the ordinary course and shall use its commercially reasonable efforts to (i) preserve intact, in all material respects, the current business organization and ongoing operations of Seller, the Company and the Subsidiaries (including the relationships between Seller, the Company and the Subsidiaries and their respective directors, officers, executives, and managers, although neither shall be required to pay, or promise to pay, any consideration (other than compensation to which such individuals are currently entitled as directors or employees, subject to any changes in compensation in accordance with existing compensation policies, practices or procedures) as an inducement to continue their employment with Seller, the Company or any Subsidiary); (ii) maintain relations and goodwill with suppliers, customers, landlords, employees, creditors, and movie studios with whom Seller, the Company and the Subsidiaries have relationships; (iii) perform in all material respects its obligations under the Material Contracts; (iv) maintain the properties and assets of Seller, the Company and the Subsidiaries in good repair and condition (excluding normal wear and tear); (v) maintain the insurance policies of Seller, the Company and the Subsidiaries in a manner consistent with past practice; and (vi) pay all Taxes as such Taxes become due and payable consistent with past practice.
Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing.
Operations Prior to the Closing Date. (a) From the date of this Agreement until the Closing, Sellers shall, except as otherwise expressly contemplated by this Agreement or as consented to in writing by Buyer, operate the Business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, Sellers shall: (i) use commercially reasonable efforts to keep and maintain the Purchased Assets in good operating condition and repair; (ii) maintain the business organization of the Business intact; (iii) use commercially reasonable efforts to preserve the goodwill of the regulators, customers, suppliers, contractors, licensors, employees and others having business relations with the Business; (iv) not take or fail to take any action that could result in the occurrence of an “Additional Default Event” (as defined in that certain Letter Agreement, dated as of October 3, 2023, by and between Seller 1 and Vertical Investors, LLC (the “Letter Agreement”)); and (v) use best efforts to comply with the terms and conditions of the Letter Agreement.
