Common use of Ordinary Conduct Clause in Contracts

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreements, from the date of this Agreement to the applicable 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 all material respects in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the 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 Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and 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 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 criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.

Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business to be conducted in all 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 respects 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 practices, and in particularpractice. From the date hereof to the Closing, Seller shall cause not, and shall not permit the Customer Care Business not to (i) sell Company, the Company Subsidiary, Seller Subsidiary or dispose ofany Seller Entity to, take any action that would, or enter into any agreement to sell or dispose ofthat could reasonably be expected to, result in any of the Transferred conditions to the purchase and sale of the Shares or the Other Assets (other than 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 sale Seller Disclosure Schedule 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 otherwise expressly permitted by the counterparty terms of this Agreement, from the date hereof to such contract; provided that prior to taking any such affirmative actionthe Closing, Seller shall notify Purchaser ofnot permit the Company, and consult the Company Subsidiary and, 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 respect to the Customer Care Business. Notwithstanding Other Assets, the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary Entities to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate do any of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries the following without the prior written consent of Seller to effect the 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 criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.Buyer:

Ordinary Conduct. (a) Except as set forth in Section 4.02 of the Seller Disclosure Letter or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business business of each Transferred Subsidiary to be conducted in the ordinary course in substantially the same manner as presently conducted and to make commercially reasonable efforts consistent with past practices to maintain in full force and effect all material respects Company Contracts to which such Transferred Subsidiary is a party and to preserve such Transferred Subsidiary's relationships with material customers, suppliers and others with whom such Transferred Subsidiary deals; PROVIDED that neither Seller nor any of its Affiliates shall be obligated to, directly or indirectly, make any loans, advances or capital contributions to, or investments in, any Transferred Subsidiary except as otherwise expressly provided in this Agreement. Prior to Closing, Seller and its Affiliates shall remain obligated in the ordinary course of business consistent with past practicespractice (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 particularan aggregate amount not exceeding the aggregate amount of dividends or other distributions paid to Seller by the Company after the date of this Agreement. Seller shall not, and shall not permit any Transferred Subsidiary to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the Closing set forth in Section 2.01 not being satisfied. Without limiting the generality of the foregoing, except as set forth in Section 4.02 of the Seller Disclosure Letter or otherwise expressly permitted by the terms of this Agreement or any other Transaction Document, Seller shall cause the Customer Care Business not permit any Transferred Subsidiary to (i) sell or dispose of, or enter into any agreement to sell or dispose of, do any of the Transferred Assets (other than following without the sale or disposition prior written consent 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 Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and 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 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 criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.Buyer: