Common use of Conduct of the Business Prior to Closing Clause in Contracts

Conduct of the Business Prior to Closing. Except with the written consent of Medirisk and except as may be required to effect the transactions contemplated by this Agreement, between the date of this Agreement and the earlier of (i) the Merger Effective Time and (ii) the termination of this Agreement, the Company will (a) not make any distributions of its assets to any persons except as expressly contemplated by the Schedules hereto; (b) conduct its operations in the ordinary course of business; (c) keep and maintain its properties and facilities in good condition, repair and working order, reasonable wear and tear excepted, and fully insured for liability and property damages; (d) use its reasonable best efforts to preserve intact its business; (e) use its reasonable best efforts to retain the service of its employees, agents and consultants involved with or employed by the Company on terms and conditions not less favorable than those existing prior to the execution of this Agreement; (f) cooperate with Medirisk's representatives (without disclosure of this Agreement or the contemplated sale to the Company's customers or suppliers without the consent of Medirisk) in reviewing facts and establishing and implementing procedures necessary to effect the Merger as contemplated by this Agreement; (g) conduct its activities in a manner consistent with this Agreement; (h) not enter into, assume or make any contract, loan, license, designation, loan commitment, purchase, sale or disposition of assets of the Company outside the ordinary course of business; (i) except for mailing invoices in the ordinary course of business, not contact any customer regarding collection of any account receivable and not discount any account receivable; (j) not declare any dividend or comparable distribution of assets; and (k) promptly advise Medirisk in writing of any material adverse change in the Company's financial condition or business affairs.

Conduct of the Business Prior to Closing. Except with the written consent of Medirisk and except as may be required to effect the transactions contemplated by this Agreement, between the date of this Agreement and the earlier of (i) the Merger Effective Time Closing and (ii) the termination of this Agreement, the Shareholders will cause the Company will to (a) not make any no distributions of its assets to any persons except as expressly contemplated by the Schedules heretoassets; (b) conduct its the operations of the Company in the ordinary course of business; (c) keep and maintain its the properties and facilities of the business of the Company in good condition, repair and working order, reasonable wear and tear excepted, and fully insured for liability and property damages; (d) use its reasonable best efforts to preserve intact its businessthe business of the Company; (e) use its reasonable best efforts to retain the service of its employees, agents and consultants involved with or employed by the Company on terms and conditions not less favorable than those existing prior to the execution of this Agreement; (f) cooperate with Medirisk's representatives (without disclosure of this Agreement or the contemplated sale to the CompanySeller's employees, customers or suppliers without the consent of Medirisk) in reviewing facts and establishing and implementing procedures necessary to effect the Merger as transactions contemplated by this Agreement; (g) conduct its activities in a manner consistent with this Agreement; (h) not enter into, assume or make any contract, loan, license, designation, loan commitment, purchase, sale or disposition of assets of the Company Seller outside the ordinary course of business; (i) except for mailing invoices in the ordinary course of business, not contact any customer regarding collection of any account receivable and not discount any account receivable; (j) not declare any dividend or comparable distribution of assetsdistribution; and (k) promptly advise Medirisk in writing of any material adverse change in the Company's financial condition or business affairs.

Conduct of the Business Prior to Closing. Except with the written consent of Medirisk and except as may be required to effect the transactions contemplated by this Agreement, between the date of this Agreement and the earlier of (i) the Merger Effective Time and (ii) the termination of this Agreement, the Company will (a) not make any distributions of its assets to any persons except as expressly contemplated by the Schedules hereto; (b) conduct its operations in the ordinary course of business; (c) keep and maintain its properties and facilities in good condition, repair and working order, reasonable wear and tear excepted, and fully insured for liability and property damages; (d) use its commercially reasonable best efforts to preserve intact its business; (e) use its commercially reasonable best efforts to retain the service of its employees, agents and consultants involved with or employed by the Company on terms and conditions not less favorable than those existing prior to the execution of this Agreement; (f) cooperate with Medirisk's representatives (without disclosure of this Agreement or the contemplated sale to the Company's customers or suppliers without the consent of Medirisk) in reviewing facts and establishing and implementing procedures necessary to effect the Merger as contemplated by this Agreement; (g) conduct its activities in a manner consistent with this Agreement; (h) not enter into, assume or make any contract, loan, license, designation, loan commitment, purchase, sale or disposition of assets of the Company outside the ordinary course of business; (i) except for mailing invoices in the ordinary course of business, not contact any customer regarding collection of any account receivable and not discount any account receivable; (j) not declare any dividend or comparable distribution of assets; and (k) promptly advise Medirisk in writing of any material adverse change in the Company's financial condition or business affairs.

Conduct of the Business Prior to Closing. Except with Seller covenants and agrees that, prior to the written consent of Medirisk and except as may be required to effect the transactions contemplated by this Agreement, between the date of this Agreement and Closing Date or the earlier of (i) the Merger Effective Time and (ii) the termination of this Agreement, unless the Company will Buyer shall otherwise agree in writing, it shall (ai) not conduct the operations of Seller only in the ordinary course of business and consistent with past practice; (ii) use its best efforts to maintain and preserve its business, assets, prospects, employees, customers and other advantageous business relationships; (iii) maintain the Purchased Assets in substantially their current state of repair, excepting normal wear and tear, (iv) through the Closing Date, maintain insurance covering the Purchase Assets of the same nature and level as that in effect on the date hereof, (v) make timely payments on accounts payable and other obligations of Seller in accordance with Seller's past practices; (vi) not, directly or indirectly, except in the ordinary course of business, sell, pledge, dispose of or encumber any distributions of its assets to any persons except as expressly contemplated by the Schedules heretoassets; (bvii) conduct its operations enter into any contract, agreement, commitment or arrangement except in the ordinary course of business; (cviii) keep and maintain its properties and facilities in good conditionnot, repair and working orderdirectly or indirectly enter into or terminate any material contract or agreement, reasonable wear and tear excepted, and fully insured for liability and property damagesrelease or relinquish any material contract right or modify any contract affecting the Purchased Assets; (dix) use not take any action with respect to the grant of any severance or termination pay (otherwise than pursuant to policies or agreements of Seller in effect on the date hereof) or with respect to any increase of benefits payable under its reasonable best efforts to preserve intact its businessseverance or termination pay policies or agreements in effect on the date hereof; (e) use its reasonable best efforts to retain the service of its employees, agents and consultants involved with or employed by the Company on terms and conditions not less favorable than those existing prior to the execution of this Agreement; (f) cooperate with Medirisk's representatives (without disclosure of this Agreement or the contemplated sale to the Company's customers or suppliers without the consent of Medirisk) in reviewing facts and establishing and implementing procedures necessary to effect the Merger as contemplated by this Agreement; (g) conduct its activities in a manner consistent with this Agreement; (hx) not enter intoadopt or amend any bonus, assume profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or make other employee benefit plan, agreement, trust, fund or other arrangement for the benefit or welfare of any contract, loan, license, designation, loan commitment, purchase, sale employee of Seller or disposition increase in any manner the compensation or fringe benefits of assets any employee of the Company outside the ordinary course of business; (i) except for mailing invoices in the ordinary course of business, not contact any customer regarding collection of any account receivable and not discount any account receivable; (j) not declare any dividend or comparable distribution of assets; and (k) promptly advise Medirisk in writing of any material adverse change in the Company's financial condition or business affairsSeller.

Conduct of the Business Prior to Closing. Except with the written consent of Medirisk Purchaser and except as may be required to effect the transactions contemplated by this Agreement, between the date of this Agreement 1 August 1997 and the earlier of (i) the Merger Effective Time Closing and (ii) the termination of this Agreement, the Shareholder will cause the Company will to (a) not make any no distributions of its assets to any persons except as expressly contemplated by the Schedules heretoassets; (b) conduct its the operations of the Company in the ordinary course of business; (c) keep and maintain its the properties and facilities of the business of the Company in good condition, repair and working order, reasonable wear and tear excepted, and fully insured for liability and property damages; (d) use its reasonable best efforts to preserve intact its businessthe business of the Company; (e) use its reasonable best efforts to retain the service of its employees, agents and consultants involved with or employed by the Company on terms and conditions not less favorable than those existing prior to the execution of this Agreement; (f) cooperate with MediriskPurchaser's representatives (without disclosure of this Agreement or the contemplated sale to the Company's employees, customers or suppliers without the consent of MediriskPurchaser) in reviewing facts and establishing and implementing procedures necessary to effect the Merger sale of the Stock as contemplated by this Agreement; (g) conduct its activities in a manner consistent with this Agreement; (h) not enter into, assume or make any contract, loan, license, designation, loan commitment, purchase, sale or disposition of assets of the Company outside the ordinary course of business; (i) except for mailing invoices in the ordinary course of business, not contact any customer regarding collection of any account receivable and not discount any account receivable; (j) not declare any dividend or comparable distribution of assetsdistribution; and (k) promptly advise Medirisk Purchaser in writing of any material adverse change in the Company's financial condition or business affairs.