Common use of Ordinary Conduct Clause in Contracts

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. Except as set forth in Section 5.02 4.02 of the Seller Disclosure Schedule Letter or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall cause the Business business of each Transferred Subsidiary to be conducted in the ordinary course in substantially the same manner as currently conducted, including as presently conducted and to capital spending, and shall make commercially reasonable efforts consistent with past practice practices to maintain in full force and effect all material Company Contracts to which such Transferred Subsidiary is a party and to preserve the such Transferred Subsidiary's relationships of the Business with material customers, suppliers, employees suppliers and others with which or whom the Company, the Company such Transferred Subsidiary or the applicable deals; PROVIDED that neither Seller Entity deals. Prior to the Closing, Seller nor any of its Affiliates 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 make any funds loans, advances or capital contributions to, or investments in, any Transferred Subsidiary except as otherwise expressly provided in this Agreement. Prior to the CompanyClosing, the Company Subsidiary or the applicable Seller Entity other than and its Affiliates shall remain obligated in the ordinary course of business consistent with past practice. From practice (x) to repay to the Transferred Subsidiaries any intercompany payables due from Seller or such Affiliate to the Transferred Subsidiaries, except to the extent provided by Section 1.02(c), and (y) to make loans or advances to the Transferred Subsidiaries in an aggregate amount not exceeding the aggregate amount of dividends or other distributions paid to Seller by the Company after the date hereof to the Closing, of this Agreement. Seller shall not, and shall not permit the Company, the Company Subsidiary, Seller any Transferred 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 Closing set forth in Section 10.01 2.01 not being satisfied. In additionWithout limiting the generality of the foregoing, except as Buyer otherwise consents in writing or as set forth in Section 5.02 4.02 of the Seller Disclosure Schedule Letter or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the ClosingAgreement or any other Transaction Document, Seller shall not permit the Company, the Company any Transferred 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. Except with the written consent of PwCIL fand, after the IPO Closing Date, LuxCo, or as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise expressly permitted or required by the terms of this Agreementthe Transaction Agreements, from the date hereof of this Agreement to the Closing, Seller the Territory shall cause the Business to be conducted in the ordinary course in substantially the same manner as currently conducted, including as to capital spendingconduct, and shall make commercially reasonable efforts cause its Subsidiaries to conduct, the Consulting Business in the usual, regular and ordinary course consistent with past practice and use reasonable best efforts to keep intact the Consulting Business, keep available the services of the Covered Persons and preserve the relationships of the Consulting Business with material customers, suppliers, employees licensors, licensees, distributors, resellers and others with which or whom the CompanyConsulting Business deals to the end that the Consulting Business and the goodwill of the Consulting Business shall be unimpaired at the Closing, provided, that in determining compliance with the Company Subsidiary or foregoing covenant no consideration will be given to the applicable Seller Entity dealsloss of customers of the Consulting Business for whom the Territory provides audit services. Prior From the date of this Agreement to the Closing, Seller the Territory shall not and 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 its Subsidiaries not be obligated to, directly accelerate the billing or indirectlycollection or other realization of cash or Excluded Assets from the Acquired Assets or accelerate the provision of services of the Consulting Business or delay the payment of liabilities which would become Assumed Liabilities or grant any allowance or discount, provide any funds to the Company, the Company Subsidiary or the applicable Seller Entity other than in each case outside the ordinary course of business consistent with past practice. From the date hereof Prior to the Closing, Seller the Territory shall not, and shall cause its Subsidiaries 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 Article IV 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 otherwise contemplated or otherwise expressly permitted by the terms of this AgreementTransaction Agreements, from the date hereof of this Agreement to the Closingapplicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care 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 all 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 respects in the ordinary course of business consistent with past practice. From the date hereof to the Closingpractices, and in particular, Seller shall not, and shall cause the Customer Care Business not permit the Company, the Company Subsidiary, Seller Subsidiary to (i) sell or any Seller Entity to, take any action that woulddispose of, or that could reasonably be expected toenter into any agreement to sell or dispose of, result in any of the conditions Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the purchase Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and sale agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Shares Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the Other Assets criteria set forth in Section 10.01 the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not being satisfied. In addition, except as Buyer otherwise consents in writing or as fulfill the criteria set forth in Section 5.02 of the Employee Identification Guidelines from a Transferred Subsidiary to Seller Disclosure Schedule or otherwise expressly its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent 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:Applicable Law.

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 From the date hereof to until the Closingrelevant Closing Date, Seller shall will cause the Business operation of the relevant Assets to be conducted in the ordinary course in substantially of business of Seller consistent with the same manner as currently conducted, including as to capital spendingpast practice and custom of Seller ("Ordinary Course of Business"), and shall make commercially will maintain reasonable efforts business and accounting records regarding the relevant Assets and Assumed Liabilities consistent with past practice practices; provided, however, that, following the date of this Agreement, Seller may delete or otherwise remove all data and all software, computer programs and similar technology from all computers, servers, data storage and data processing equipment, and other hardware or equipment that constitutes Tangible Personal Property (whether or not related to preserve or necessary to Seller, its affiliates, or their respective businesses, operations, activities, practices, assets and/or liabilities, and whether or not owned, used or licensed by Seller, its affiliates or their respective customers, clients or employees, including in connection with the relationships Business). Without limiting the generality 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 Closingforegoing, Seller shall cause the Company Subsidiary to use commercially reasonable efforts to reduce leakage under cause the Aetna U.S. HealthCare ("USHC") Reg T/Reg U Loans not previously rejected by Buyer pursuant to Section 0, to be collateralized in accordance with Seller's minimum standards therefor 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 otherwise in accordance with Seller's customary 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 ordinary business practices with respect thereto at all times up 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 relevant 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 required or contemplated by the terms of this Agreement, from Seller will not, during the period beginning on the date hereof to and ending on the Closingrelevant Closing therefor, 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 with respect to the Assets or Assumed Liabilities to be assigned or assumed at the relevant Closing without the prior written consent of Buyer:Buyer (which consent shall not be unreasonably withheld or delayed):