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. (a) Until the Closing or the earlier termination of this Agreement in accordance with its terms, and except for Dispensaries assignment of ownership of the CAT Generator to the Company and the Company’s assumption of the CAT Generator Contractor which the Company and Dispensaries will consummate prior to the Closing (collectively, the “CAT Related Internal Transaction”), the Company shall: (i) conduct its business (including the Business) in the Ordinary Course of Business, (ii) use reasonable best efforts consistent with past practices to preserve its business organization and goodwill, keep available the services of its officers, employees and consultants and maintain satisfactory relationships with customers, vendors and others having business relationships with it, (iii) subject to applicable Laws, confer on a regular and frequent basis with Representatives of Parent to report operational matters and the general status of ongoing operations as requested by Parent, (iv) comply with applicable Law, (v) pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), (vi) maintain and operate its properties in a good and workmanlike manner in the Ordinary Course of Business, and (vii) pay or cause to be paid all costs and expenses (including but not limited to insurance premiums) incurred in connection therewith in a timely manner in the Ordinary Course of Business.
Conduct of the Business Prior to Closing. Seller covenants and agrees that, during the period from the date of this Agreement until the Closing Date, that it will comply with the following covenants, unless otherwise expressly approved in writing by the Purchaser.
Conduct of the Business Prior to Closing. The Company agrees that, between the date hereof and the earlier of the Closing Date and the date this Agreement is terminated in accordance with ARTICLE X, except as (a) otherwise expressly contemplated by this Agreement, (b) otherwise consented to by Parent, in writing, (c) set forth on Schedule 6.1, or (d) required by applicable Legal Requirement, the Company shall, and the Stockholders shall cause the Company to: (i) conduct its business and operations only in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to maintain its assets and properties and to preserve its current relationships with customers, employees, suppliers and others having business dealings with it, and (iii) use commercially reasonable efforts to preserve the goodwill and ongoing operations of the Business. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement or as otherwise consented to by Parent, in writing, during such period, which consent will not be unreasonably withheld, conditioned or delayed, the Company shall not, and the Stockholders shall cause the Company not to:
Conduct of the Business Prior to Closing. During the period commencing as of the date hereof and continuing until the earlier of the termination of this Agreement in accordance with Article VIII or the Closing (the “Interim Period”), each Company shall, except (a) as set forth on Schedule 6.1, (b) as required by applicable Law, or (c) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), conduct its business in the Ordinary Course of Business (including not taking any action described in Section 4.8), and, to the extent consistent therewith, each Company shall use its commercially reasonable efforts to (i) preserve substantially intact its business, operations and properties, and (ii) maintain the current relationships with its customers, suppliers and distributors, employees, licensors, licensees and other Persons having business relationships with such Company.
Conduct of the Business Prior to Closing. 7.1.1. Except as contemplated by this Agreement, from the date of this Agreement until the Closing, the Seller will, and will cause its Subsidiaries to:
Conduct of the Business Prior to Closing. (a) Except as otherwise contemplated by this Agreement, between the Effective Date and the Closing Date, Clorox Parent will, and will cause each Business Operating Entity to, (i) conduct the Business in the ordinary course of business, consistent with past practice and in accordance with applicable Law with no less diligence and effort than would be applied in the absence of this Agreement, (ii) use commercially reasonable efforts to (A) preserve intact the current business organization of the Transferred Companies and (B) maintain relations and goodwill with suppliers, customers, landlords and creditors of the Business in the ordinary course of business consistent with past practice and (iii) make capital expenditures, research and development expenditures and sales, marketing and promotions expenditures consistent with the ordinary course of business of the Business and Schedule 5.2(a).
Conduct of the Business Prior to Closing. From the date of this Agreement until the Closing Date, the Company shall, and the Shareholders shall cause the Company to, (a) conduct the business of the Company in the ordinary course of business, (b) pay all of its Liabilities and Taxes when due, subject to good faith disputes over such Liabilities or Taxes, (c) maintain insurance coverage in amounts adequate to cover the reasonably anticipated risks of the Company, (d) preserve intact all rights of the Company’s business, (e) use reasonable efforts to retain its employees and (f) maintain good relationships with employees, licensors, licensees, suppliers, contractors, distributors, customers, and others having business dealings with the Company.
Conduct of the Business Prior to Closing. From the Effective Date until the Closing (the “Interim Period”), the Transferred Companies shall, and the Seller Parties shall cause each of the Success Subject Companies to, use commercially reasonable efforts to operate in the Ordinary Course of Business and, subject to the requirements of this Agreement, the other Transaction Documents and the Contemplated Transactions, to preserve, maintain and protect their material assets and the goodwill of the Business and to not take any action or omit to take any action that would result in (or would reasonably be likely to result in) any of the closing conditions set forth in Section 7.1 or Section 7.2 to be unsatisfied. Without limiting the foregoing, during the Interim Period, except as otherwise expressly contemplated by this Agreement, as set forth on Part A of Section 5.1 of the Seller Disclosure Letter, or as consented to by the Purchaser or Greenbrook, the Transferred Companies shall not, and the Seller Parties shall cause each of the Success Subject Companies not to:
Conduct of the Business Prior to Closing. (a) Except with the prior written consent of the Purchaser, the Company shall: (i) conduct the businesses of the Company in the ordinary course of business; (ii) use its best efforts to (A) preserve the present business operations, organization (including management and the sales force) and goodwill of the Company and (B) preserve the present relationship with Persons having business dealings with the Company (including customers and suppliers); (iii) maintain (A) all of the assets and properties of the Company in their current condition (ordinary wear and tear excepted) and (B) insurance upon all of the properties and assets of the Company in such amounts and of such kinds comparable to that in effect on the date of this Agreement; (iv) (A) maintain the books, accounts and records of the Company in the ordinary course of business, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to the operation of the Company; (v) comply in all material respects with all applicable Legal Requirements; (vi) timely provide to holders of Equity Securities all advance notices required to be given to such holders in connection with this Agreement and the transactions contemplated by this Agreement under the Company’s Constitutional Documents or other applicable Contracts, (vii) timely provide all notices and other information required to be given (which notices and information shall be in form and substance reasonably satisfactory to the Purchaser) to the employees of the Company, any collective bargaining unit representing any group of employees of the Company, and any applicable Governmental Authority under the WARN Act, the National Labor Relations Act, as amended, the Code, COBRA and other Law in connection with the transactions contemplated by this Agreement or other applicable Contracts, and (viii) not take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement.
