Conduct Prior to the Closing. 30 5.1 Conduct of Business of the Company...............................30 5.2
Conduct Prior to the Closing. From the date of this Agreement to and including the Closing Date, except as specifically provided in this Agreement or otherwise specifically approved in each instance in writing by Purchaser:
Conduct Prior to the Closing. Between the date hereof and the Closing:
Conduct Prior to the Closing. On or after the date hereof and prior to the Closing, except (x) as disclosed in Schedule 5.2 hereto, (y) as consented to or approved in writing by an authorized officer of Purchaser or (z) as contemplated by this Agreement:
Conduct Prior to the Closing. Dignyte, eWellness and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
Conduct Prior to the Closing. ITI covenants and agrees as to itself that, after the date hereof and prior to the Closing (unless Biophan shall otherwise approve in writing, which approval shall not be unreasonably withheld):
Conduct Prior to the Closing. 5.1 Conduct of Business of the Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, each Acquired Entity shall, and each Founder agrees to cause each Acquired Entity to, operate its business in the ordinary course of business consistent with past practices, except (i) as specifically disclosed in Section 5.1 of the Disclosure Schedule, (ii) with the prior written consent of Parent (the decision with respect to which will not be unreasonably withheld or delayed), (iii) as specifically permitted or contemplated by this Agreement, or (iv) as required by Law. Without limiting the generality of the foregoing, the Company agrees to pay Indebtedness for borrowed money and Taxes of each Acquired Entity when due (subject to the right of Parent to review and timely approve any Tax Returns in accordance with this Agreement), to use reasonable best efforts to pay or perform other obligations when due, and, to the extent consistent therewith, to use reasonable best efforts to (a) preserve intact the present business organizations of each Acquired Entity, (b) keep available the services of the present officers and Employees of each Acquired Entity, (c) preserve the assets and technology of each Acquired Entity and (d) preserve the relationships of each Acquired Entity with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of each Acquired Entity at the Closing. The Company shall promptly notify Parent of any Material Adverse Effect involving the Company that arises during the period commencing with the date of this Agreement and continuing until the earlier of the termination date of this Agreement or the Closing. Notwithstanding the foregoing, except as set forth in clauses (i)-(iv) above, no Acquired Entity shall from and after the date of this Agreement:
Conduct Prior to the Closing. Except as contemplated by this Agreement or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing, Parent shall cause Seller and its Affiliates to, and Seller and its Affiliates will conduct the Business according to the Seller’s and its Affiliates’ ordinary and usual course of business consistent with past practice and will use reasonable efforts consistent therewith to preserve intact the value of the Purchased Assets, to keep available the services of the Seller’s and its Affiliates’ officers and employees necessary to provide the services under the Transitional Services and License Agreement, and to maintain satisfactory relationships with customers and counterparties to the Assigned Contracts, suppliers, distributors and other Persons having material business relationships related to the Assigned Contracts and the licensing of the Purchased Assets, in each case in the ordinary course of business, provided that it is understood that Parent may take such actions in connection with winding down the operations of Seller and its Affiliates as it deems reasonably necessary so long as such actions would not reasonably be expected to materially and adversely impact the ability of Seller and its Affiliates to consummate the transactions contemplated hereby or the Purchased Assets or Buyer’s ability to exploit any or all of the Purchased Assets following the Closing. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this Agreement, neither Seller nor its Affiliates will take any of the following actions, prior to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):
Conduct Prior to the Closing. PRECOM agrees that between the date of this Agreement and the Closing it will take the following actions:
Conduct Prior to the Closing. Seller shall:
