Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. Except to the extent consented to in writing by Buyer, Seller agrees that pending the Closing, it shall conduct the Business only in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, from the date hereof to the Closing, Seller shall not, without the written consent of Buyer: (a) permit, allow or suffer any of its material assets (tangible or intangible) included in the Business Assets to be subjected to any Liens other than Permitted Liens, nor permit any Liens to be foreclosed; (b) sell, transfer or otherwise dispose of any of its assets or other rights (tangible or intangible) included in the Business Assets other than in the ordinary course of business consistent with past practice; (c) dispose of or permit to lapse any material right to the use of any material Patents, Trademarks and Copyrights or disclose to any person other than representatives of Buyer any proprietary information or included in the Business Assets not a matter of public knowledge; (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any act, or permit any act or omission to act, which would cause a material breach of any Business Contract, or any material breach of any representation, warranty, covenant or agreement made by Seller herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ between the date of this Agreement and the Closing Date which may have a Material Adverse Effect; (h) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇; and,

Conduct Pending Closing. Except to the extent consented to in writing by Buyer, Seller Coronado agrees that pending the Closing, it shall conduct the Business only in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, from the date hereof to the Closing, Seller Coronado shall not, without the written consent of Buyer: (a) permit, allow or suffer any of its material assets (tangible or intangible) included in the Business Assets to be subjected to any Liens other than Permitted Liens, nor permit any Liens to be foreclosed; (b) sell, transfer or otherwise dispose of any of its assets or other rights (tangible or intangible) included in the Business Assets other than in the ordinary course of business consistent with past practice; (c) dispose of or permit to lapse any material right to the use of any material Patents, Trademarks and Copyrights or disclose to any person other than representatives of Buyer any proprietary information or included in the Business Assets not a matter of public knowledge; (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any act, or permit any act or omission to act, which would cause a material breach of any Business Contract, or any material breach of any representation, warranty, covenant or agreement made by Seller Coronado or the Principals herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ Coronado between the date of this Agreement and the Closing Date which may have a Material Adverse Effect; (h) make any distributions to the Principals other than payments of salaries and draws in amounts paid consistent with past practices; (i) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇Coronado; and, (j) agree, whether in writing or otherwise, to do any of the foregoing.

Conduct Pending Closing. Except Prior to consummation of the extent consented transactions contemplated hereby or the termination of this Agreement pursuant to its terms, unless Buyer shall otherwise consent in writing by Buyerwriting, Seller agrees that pending the Closing, it Sellers shall conduct the Business and otherwise deal with the Acquired Assets only in the ordinary course usual and Ordinary Course of business and Business materially consistent with past practicespractices followed prior to the execution of this Agreement, except for (a) actions which arise from or are related to the anticipated transfer of the Acquired Assets, (b) the effectuation of ongoing compliance programs, (c) actions contemplated by this Agreement, the transactions contemplated hereby and the Related Agreements, or (d) actions disclosed on any Schedule to this Agreement. Prior to Closing or termination of this Agreement, Sellers shall promptly inform ▇▇▇▇▇ of any material events or changes relating to the operation of the Business, consult with Buyer regarding the Business as reasonably requested by ▇▇▇▇▇ and shall promptly respond to Buyer regarding the Business or the Acquired Assets. Without limiting the generality of the foregoing, and except as required pursuant to the terms of this Agreement, from the date hereof Execution Date until the Closing or termination of this Agreement, Sellers shall not with respect to the ClosingBusiness, Seller shall notexcept in the Ordinary Course of Business or pursuant to preexisting Contracts, without the written consent of Buyer:Orders, agreements, policies, or as disclosed (whether orally or in writing): (ai) permitincur any indebtedness other than in the Ordinary Course of Business; (ii) amend their governance documents; (iii) pay or increase any bonuses, allow salaries, or suffer other compensation to any director, officer, employee, consultant or independent contractor or enter into any employment, severance or similar contract with any director, officer, employee, consultant or independent contractor; (iv) adopt or increase the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees; (v) except as maybe necessary for the continued operation of its the Business, acquire any material assets (tangible other than in connection with customary retirement and replacement programs) or intangible) included sell (other than sales of Inventory in the Business Assets to be subjected to any Liens other than Permitted LiensOrdinary Course of Business), nor permit any Liens to be foreclosed; (b) sell, transfer lease or otherwise dispose of any material asset or property (other than retirements of assets in accordance with their respective useful lives or the normal policies and procedures of Sellers) or mortgage, pledge, or impose any material Lien or other encumbrance on any material asset or property constituting a part of the Acquired Assets, other than Permitted Encumbrances; (vi) enter into any material contract which would be an Assigned Contract or any material amendment, modification or termination (partial or complete) of any Assigned Contract or grant any waiver under or give any consent with respect to any Assigned Contract; (vii) knowingly or intentionally cancel or waive any claims or rights with a value, individually or in the aggregate, in excess of Ten Thousand Dollars ($10,000); (viii) change its significant accounting principles, except as required by GAAP or applicable Laws; (ix) merge or consolidate with, or make any material capital investment in, any material loan to, any material advance to, or material acquisition of the securities or assets of, any other Person; (x) settle or agree to settle any litigation relating to the Acquired Assets, except with respect to claims having a value of less than Ten Thousand Dollars ($10,000) individually or in the aggregate; (xi) incur, create or suffer to exist any Liens (other than Permitted Encumbrances) that shall not be removed at or prior to Closing; (xii) enter into any agreement which would be an Assumed Provider Agreement or any material amendment, modification or termination (partial or complete) of any Assumed Provider Agreement or grant any material waiver under or give any material consent with respect to any Assumed Provider Agreement; (xiii) take any action that would constitute or result in the breach of any term, condition or provision of, or constitute a default under (with or without notice or lapse of time or both), or give rise to any right of acceleration, termination or cancellation with respect to any Assigned Contract, License or Assumed Provider Agreement. (xiv) transfer, abandon, cancel or terminate before the natural expiration of its assets term any Assigned Contract or other rights (tangible or intangible) License included in the Business Assets Acquired Assets. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 5.2 shall (i) obligate Sellers to make expenditures other than in the ordinary course Ordinary Course of business Business and consistent with practices of the recent past practice; or to otherwise suffer any economic detriment outside the Ordinary Course of Business, (cii) dispose preclude any Seller from instituting or completing any program designed to promote compliance or to comply with Laws or other good business practices respecting the Business, or (iii) preclude Sellers from transferring, selling, or otherwise dealing in any manner with any of or permit to lapse any material right the Excluded Assets. In addition to the foregoing, Sellers agree to use of any material Patentscommercially reasonable efforts to maintain and preserve business relationships intact, Trademarks and Copyrights including maintaining their relationships with physicians or disclose to any person other than representatives of Buyer any proprietary information or included in the Business Assets not a matter of public knowledge; (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any act, or permit any act or omission to act, which would cause a material breach of any Business Contract, or any material breach of any representation, warranty, covenant or agreement made by Seller herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ between the date of this Agreement and the Closing Date which may have a Material Adverse Effect; (h) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇; and,medical staff.

Conduct Pending Closing. Except to the extent consented to in writing by Buyer, Seller agrees that pending Until the Closing, it shall conduct SELLER shall: A. comply with all the Business only in the ordinary course of business and consistent with past practices. Without limiting the generality obligations of the foregoing, from landlord under the date hereof Leases or any New Leases (as hereinafter defined) and with any other contractual arrangements referred to the Closing, Seller shall notin this Agreement (including, without limitation, Service Contracts); B. not enter into new leases or other similar agreements affecting any portion of the Premises (each a "New Lease") or modify, cancel, waive any default under, or accept surrender of, any Lease without obtaining the prior written consent of Buyer:BUYER which shall not be unreasonably withheld; C. neither enter into nor renew any: (ai) permitbrokerage agreements or (ii) contract for or on behalf of or affecting the Premises which cannot be terminated by SELLER (or by BUYER after passage of title to the Premises on notice of 30 days or less without charge, allow cost, penalty or suffer premium), nor modify, cancel, accept surrender of, or accept any of its material assets (tangible advance rental except for customary security deposits under any Lease or intangible) included in the Business Assets to be subjected New Lease, nor modify or agree to any Liens other than Permitted Liens, nor permit any Liens to be foreclosed; (b) sell, transfer or otherwise dispose modifications of any of its assets the terms or other rights (tangible or intangible) included in conditions of the Business Assets Service Contracts without obtaining the prior written consent of BUYER; D. not remove any personal property from the Premises without the prior written consent of the BUYER, other than in the ordinary course of business consistent with past practicethe operation of the Premises; (c) dispose E. not convey any interest in the Premises or consent to any lien or encumbrance thereon; and F. promptly notify BUYER of or permit to lapse any material right change in any condition with respect to the use Premises or of any material Patents, Trademarks and Copyrights event or disclose condition which makes any representation or warranty of SELLER to any person other than representatives of Buyer any proprietary information or included in the Business Assets not a matter of public knowledge; (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any act, or permit any act or omission to act, which would cause a material breach of any Business ContractBUYER under this Agreement untrue, or any material breach covenant of any representation, warranty, covenant or agreement made by Seller herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ between the date of BUYER under this Agreement and the Closing Date which may have a Material Adverse Effect; (h) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇; and,incapable of being performed.

Conduct Pending Closing. Except Until either Grand's Options terminate or the closing occurs. (a) Cable shall continue to operate the extent consented to in writing by Buyer, Seller agrees that pending the Closing, it shall conduct the Business only Cable Property in the ordinary and regular course of business and consistent with past practicespractice. Without limiting the generality of the foregoingforegoing (i) Cable shall use commercially reasonable efforts to maintain the Cable Property in good working order and condition, from ordinary wear and tear excepted; and (ii) Cable shall keep the date hereof to Cable Property insured at substantially the Closing, Seller shall not, without same levels of coverage and against substantially the written consent of Buyer: (a) permit, allow or suffer any of its material assets (tangible or intangible) included same risks as provided by the insurance which is currently in the Business Assets to be subjected to any Liens other than Permitted Liens, nor permit any Liens to be foreclosed;place. (b) sellCable shall enforce all the terms, transfer covenants and conditions of the Leases. Cable shall promptly provide Grand with copies of all notices and other communications Cable gives or otherwise dispose of any of its assets or other rights (tangible or intangible) included in receives with respect to the Business Assets other than in the ordinary course of business consistent with past practice;Leases. (c) dispose Cable shall not amend, modify, enter into or terminate any Lease without Grand's prior written consent, which may be withheld in Grand's sole and absolute discretion, provided that Cable may, without Grand's consent, extend the term of now existing Leases so long as (i) Cable promptly provides Grand a copy of such extension agreement, and (ii) such extension does not result in the breach of any term, covenant, condition, representation or permit to lapse any material right warranty contained in this Agreement. Cable may also enter into a lease ("SIGN LEASE") of a portion of the Center Property for a billboard. The Sign Lease shall be subject to the use approval of Grand, which shall not be unreasonably withheld. The Sign Lease shall provide that it may be terminated on and after June 30, 2002, on not more than thirty (30) days' notice. Cable shall not enter into any other new agreements affecting the Cable Property other than agreements terminable by Cable within thirty (30) days and which shall be terminated prior to closing. Cable shall provide Grand reasonable notice of any material Patentsmeetings or other negotiations that Cable will have with any tenants under the now existing Leases regarding the extension of the term of such Leases and shall allow a representative of Grand to participate in such negotiations. Should any such tenant, Trademarks and Copyrights or disclose to any person other than representatives the tenant under the OPC Lease, refuse to extend its Lease solely because such extended Lease term is subject to termination on ninety (90) days' notice as provided elsewhere in this Agreement, Grand shall lease the subject premises from Cable for a term commencing on the termination date of Buyer any proprietary information or included such Lease and ending January 31, 2003. Such lease shall be for the rental payable under the applicable Lease immediately preceding its termination and shall otherwise be on the terms and conditions of the terminated Lease, except that there shall be no use restriction (other than (i) restrictions on "adult" and similar objectionable uses, (ii) restrictions necessary to comply with now existing exclusive uses provisions in the Business Assets Leases or similar provisions hereafter approved by Grand and (iii) restrictions on any use not permitted by the applicable Lease which use would directly compete with a matter material portion of public knowledge;the business then being conducted by another tenant in the Cable Center) and there shall be no limitations on Grand's ability to assign and/or sublease. (d) terminate or amend in any material respect any material Business Contract; (e) exercise any option to renew any material lease or any option to purchase any material property included in the Business Assets or permit any such option to expire without first notifying Buyer of the option expiration date; (f) omit to do any actCable shall not do, or permit suffer to be done, any act or omission to actevent which, which if in existence on the date hereof or the closing date, would cause a material breach of any Business Contractwarranty, representation or covenant made by, or any material breach of any representationto be observed or performed by, warranty, covenant or agreement made by Seller herein; (g) fail to notify Buyer of any Claim which is threatened or commenced against ▇▇▇▇▇▇▇ between the date of this Agreement and the Closing Date which may have a Material Adverse Effect; (h) materially increase or decrease the present list prices for the products or related services sold by ▇▇▇▇▇▇▇; and,Cable hereunder.