Common use of Preservation of Business and Assets Clause in Contracts

Preservation of Business and Assets. From the date of this Agreement until Closing, Company, JGM, JSM, WKM and the Partnership Shareholders will use their reasonable best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Company, Subsidiaries or the Business. Company will use its best efforts to retain its employees in their current positions up to Closing. Buyer acknowledges that the foregoing covenants are subject to the cost reduction measures specified in Exhibit 3.5. Until termination of this Agreement, Company, Subsidiaries and Sellers will not sell, transfer or pledge, or negotiate the sale, transfer or pledge of, either any of the Assets or Shares or any other security of Company or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such matters. From the Effective Date until Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will pay no dividend, and will make no distribution or extraordinary payment to Sellers or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company and Subsidiaries will not sell, discard or dispose of any of the Assets. Except in the ordinary course of business, none of the Contracts will be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company and Subsidiaries will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. From the Effective Date until Closing, Company, Subsidiaries and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement.

Preservation of Business and Assets. From the date of this Agreement until hereof through Closing, Company, JGM, JSM, WKM each of Sellers and the Partnership Shareholders will Owners shall use their reasonable best efforts and will shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business or the Leased Property and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, business and to preserve, protect and maintain for Buyer the goodwill good will of the medical staff, suppliers, employees, clientele, patients residents and others having business relations with Company, Subsidiaries Sellers or the Business. Company will Each of Sellers and Owners shall use its their best efforts to retain its employees in obtain all documents called for by this Agreement. Buyer, Sellers and Owners shall use their current positions up best efforts to Closing. Buyer acknowledges that facilitate the foregoing covenants are subject to consummation of the cost reduction measures specified in Exhibit 3.5transactions contemplated under this Agreement. Until termination of this Agreement, Companyexcept in the ordinary course of business, Subsidiaries Sellers and Sellers Owners agree that they will not sell, transfer sell or pledgetransfer, or negotiate the sale, sale or transfer or pledge of, either any of the Assets or Shares or any other security of Company or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such mattersthe Leased Property. From the Effective Date date hereof until Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will pay no dividend, and will make no distribution or extraordinary payment to Sellers or any third party or pay any intercompany payable and, other than in the ordinary course of businessbusiness consistent with past practice, Company and Subsidiaries Sellers will not sell, discard or dispose of any of the AssetsAssets or the Leased Property. Except as set forth in the ordinary course of businessExhibit 6.1, none of the Leases and Contracts will shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer. From the date hereof through Closing, Sellers and Company and Subsidiaries any party in possession of all or any part of the Real Estate or Leased Property will not enter into perform any new material contractgrading or excavation, commitment construction or removal of any improvement, or make any material other transaction change or improvement upon or about the Real Estate or Leased Property, except with respect to ongoing projects in the Business or the Assets without the prior written consent ordinary course of Buyerbusiness. From the Effective Date until date hereof through Closing, Company, Subsidiaries Sellers and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company ordinary wear and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreementtear excepted.

Preservation of Business and Assets. From the date of this Agreement Effective Date until the Closing, Company, JGM, JSM, WKM Company and the Partnership Shareholders will shall use their reasonable best efforts and will shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Company, Subsidiaries Company or the Business. Company will shall use its best efforts to retain its employees in their current positions up to Closing. Buyer acknowledges that Buyer, Company and Shareholders shall use their best efforts to facilitate the foregoing covenants are subject to consummation of the cost reduction measures specified in Exhibit 3.5transactions contemplated under this Agreement. Until termination of this Agreement, Company, Subsidiaries Company and Sellers Shareholders will not sell, transfer sell or pledgetransfer, or negotiate the sale, sale or transfer or pledge of, either any of the Assets or Shares or any other security Stock of Company or SubsidiariesCompany. Except as set forth on Exhibit 6.1(a) and except as to amounts paid to Independent Quality Care for accounting services in the ordinary course of business (which is listed on Exhibit 6.1(b)), nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such matters. From from the Effective Date until the Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will shall pay no dividend, and will shall make no distribution or extraordinary payment to Sellers Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company and Subsidiaries will not sell, discard or dispose of any of the Assets. Except in the ordinary course of business, none None of the Leases and Contracts will shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company and Subsidiaries will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. From the Effective Date until Closing, CompanyCompany and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, Subsidiaries construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. From the Effective Date until Closing, Company and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement.

Preservation of Business and Assets. From the date of this Agreement Effective Date until the Closing, Company, JGM, JSM, WKM Company and the Partnership Shareholders will shall use their reasonable best efforts and will shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Company, Subsidiaries Company or the Business. Company will shall use its best efforts to retain its employees in their current positions up to Closing. Buyer acknowledges that Buyer, Company and Shareholders shall use their best efforts to facilitate the foregoing covenants are subject to consummation of the cost reduction measures specified in Exhibit 3.5transactions contemplated under this Agreement. Until termination of this Agreement, Company, Subsidiaries Company and Sellers Shareholders will not sell, transfer sell or pledgetransfer, or negotiate the sale, sale or transfer or pledge of, either any of the Assets or Shares or any other security Stock of Company or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiriesprovided however, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either Company may receive relating to any such matterstransfer Excluded Items Shareholders. From the Effective Date until the Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will shall pay no dividend, and will shall make no distribution or extraordinary payment to Sellers Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company and Subsidiaries will not sell, discard or dispose of any of the Assets. Except in the ordinary course of business, none None of the Leases and Contracts will shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company and Subsidiaries will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. From the Effective Date until Closing, Company, Subsidiaries Company and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company ordinary wear and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreementtear excepted.

Preservation of Business and Assets. From Until the date of this Agreement until Closing, Company, JGM, JSM, WKM each of Seller and the Partnership Shareholders will shall use their reasonable best efforts and will shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Company, Subsidiaries Seller or the Business. Company will Each of Seller and Shareholders shall use its their best efforts to retain its employees in obtain all documents called for by this Agreement. Buyer, Seller and Shareholders shall use their current positions up best efforts to Closing. Buyer acknowledges that facilitate the foregoing covenants are subject to consummation of the cost reduction measures specified in Exhibit 3.5transactions contemplated under this Agreement. Until termination of this Agreement, Company, Subsidiaries Seller and Sellers Shareholders agree that they will not sell, transfer sell or pledgetransfer, or negotiate the sale, sale or transfer or pledge of, either any of the Assets or Shares or any other security stock of Company or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such mattersSeller. From Until the Effective Date until Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will Seller shall pay no dividend, and will shall make no distribution or extraordinary payment to Sellers Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company and Subsidiaries Seller will not sell, discard or dispose of any of the Assets. Except in the ordinary course of business, none None of the Leases and Contracts will shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer. Until Closing, the Seller and Company and Subsidiaries any party in possession of all or any part of the Real Estate will not enter into perform any new material contractgrading or excavation, commitment construction or removal of any improvement, or make any material other transaction with respect to change or improvement upon or about the Business or Real Estate. Until the Assets without the prior written consent of Buyer. From the Effective Date until Closing, Company, Subsidiaries Seller and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company and JGM, JSM, WKM and the Partnership Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement.