Ordinary Conduct. Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:
Ordinary Conduct. Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall cause the Business to be conducted in the ordinary course in substantially the same manner as currently conducted, including as to capital spending, and shall make commercially reasonable efforts consistent with past practice to preserve the relationships of the Business with material customers, suppliers, employees and others with which or whom the Company, the Company Subsidiary or the applicable Seller Entity deals. Prior to the Closing, Seller shall cause the Company Subsidiary to use commercially reasonable efforts to reduce leakage under the Aetna U.S. HealthCare ("USHC") and Prudential Insurance Company of America ("Prudential") laboratory network management contracts which will include using commercially reasonable efforts to enter into subcontracts for laboratory services and using commercially reasonable efforts to require USHC and Prudential to meet their respective contractual obligations to reduce leakage. Seller shall not be obligated to, directly or indirectly, provide any funds to the Company, the Company Subsidiary or the applicable Seller Entity other than in the ordinary course of business consistent with past practice. From the date hereof to the Closing, Seller shall not, and shall not permit the Company, the Company Subsidiary, Seller Subsidiary or any Seller Entity to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares or the Other Assets set forth in Section 10.01 not being satisfied. In addition, except as Buyer otherwise consents in writing or as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall not permit the Company, the Company Subsidiary and, with respect to the Other Assets, the Seller Entities to do any of the following without the prior written consent of Buyer:
Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the distribution and sale of the Product to be conducted in all material respects in the ordinary course in substantially the same manner as conducted as of the date hereof and shall make all reasonable efforts consistent with current practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliates has a material business relationship with respect to the Product. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS:
Ordinary Conduct. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall (i) cause the business of the Subsidiaries and their subsidiaries to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers and others with whom the Subsidiaries deal and (ii) maintain in effect all insurance as to which the Subsidiaries and their subsidiaries are beneficiaries, including any directors and officer insurance. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof until the Closing, neither of the Subsidiaries or their subsidiaries shall do any of the following without the written consent of Purchaser (which consent will not be unreasonably withheld):
Ordinary Conduct. Except as set forth in Schedule 6(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall cause the business of the Companies and the Subsidiaries to be conducted, in all material respects, in the ordinary course consistent with past practices and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers and others with whom any Company or any Subsidiary deals; provided that Seller shall not be obligated to, directly or indirectly, provide any funds to any Company or Subsidiary. Seller shall not, and shall not permit any Company or Subsidiary to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 4(a) not being satisfied. In addition, except as set forth in Schedule 6(b) or otherwise expressly permitted by the terms of this Agreement, Seller shall not permit any Company or Subsidiary to do any of the following without the prior written consent of Buyer:
Ordinary Conduct. Except as expressly contemplated by this Agreement, the Double C Agreement or as set forth in Schedule 6.4, from the date hereof until the earlier of the termination of this Agreement or the Closing, Seller and the Netherlands Subsidiary each covenants and agrees, unless expressly contemplated by this Agreement or unless Purchaser shall otherwise consent, which consent shall not be unreasonably withheld or delayed:
Ordinary Conduct. From and after the date hereof and prior to the Closing or earlier termination of this Agreement, and unless the Buyer shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1(b), the Seller shall cause the Company and each of the Subsidiaries to:
Ordinary Conduct. (a) Except as required by Applicable Law or as set forth on Section 5.02 of the Seller Disclosure Schedule, and except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned, or delayed) or otherwise contemplated by the terms of this Agreement or of any Other Transaction Document, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the operation of the Xxxxx Xxxxx Facility to be conducted in all material respects in the ordinary course in substantially the same manner as currently conducted, and shall, and shall cause the Selling Affiliates to, use reasonable best efforts consistent with past practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliate, for the operation of the Xxxxx Xxxxx Facility, has a material business relationship.
Ordinary Conduct. Except as otherwise expressly permitted by the terms of this Agreement or as Buyer shall otherwise consent to, from the date hereof to the Closing, Sellers shall cause the Purchased Business to be conducted in the ordinary course in substantially the same manner as presently conducted and shall use reasonable efforts consistent with past practices to preserve Sellers’ relationships with employees, customers, suppliers, dealers and others with whom they deal. In addition, except as otherwise contemplated by the terms of this Agreement to the extent permitted by Law, Sellers shall not do any of the following without the prior consent of Buyer: