CONDUCT OF BUSINESS 4.Business Use Contract Clauses (46)

CONDUCT OF BUSINESS 4.Business Use. During the period during which this LOI remains in effect, GWT will conduct its business in a reasonable and prudent manner in accordance with past practices, preserve its existing business organization and relationships, preserve and protect its properties and conduct its business in compliance with all applicable laws and regulations.

CONDUCT OF BUSINESS 4.Business Use. 7.1.From the Effective Date until the Closing: 7.1.1.Seller shall not dispose of, encumber, or otherwise transfer the Shares or any equity interests in any of the Target's subsidiaries; 7.1.2.Target shall operate the business in accordance with past practices; 7.1.3.Target shall maintain its books, records, and financials in accordance with generally accepted accounting principles; 7.1.4.Target shall not enter into any transactions outside of the ordinary course of business without the prior wri...tten consent of the Company; 7.1.5.Target shall take all steps necessary to preserve its assets and the goodwill and relationships with its partners, patients, customers, suppliers, and employees; 7.1.6.Target shall provide Company and its accountants, legal counsel, and other advisors, representatives, and agents (collectively, the "Representatives") reasonable access to the properties, books, records, intellectual property, contracts, and other documents and information concerning the Target's business, finances, and assets with the exception of any information protected under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, each as amended (collectively, "HIPAA"); 7.1.7.Target shall provide Company and its Representatives with reasonable access during normal business hours and upon reasonable notice to the legal, financial, accounting, and other representatives of the Target who have knowledge of the Target's businesses, finances, and assets, provided, however, that (a) the Representatives shall not contact any employees or patients of the Target without Target's consent, and (b) the Representatives shall not access any information protected under HIPAA. 8.1.The terms of this Agreement are confidential and shall not be disclosed by any party except to such party's accountants, legal counsel, and other advisors, representatives, and agents; provided, however, that Parent and/or Company may disclose the terms of this Agreement as may be required by the Securities and Exchange Commission or any exchange on which its shares may be quoted or listed. View More

CONDUCT OF BUSINESS 4.Business Use. From the date of this Agreement until the Closing, except as otherwise provided in this Agreement or approved in writing by Buyer, Seller will comply with the following covenants: (a) No Material Changes. Seller will carry on and maintain its business at the Store and maintain the Assets in the ordinary course of business and in substantially the same manner as heretofore conducted. Seller shall use commercially reasonable efforts to maintain the prescription volume at the Store and will not rem...ove or transfer any Assets from the Store other than in the ordinary course of business. (b) Compliance with Laws. Seller will duly comply with all laws applicable to its business, the Store and the Assets. (c) No Encumbrances. Seller will not suffer or permit the creation of any lien or encumbrance upon any of the Assets, except as otherwise disclosed on Schedule 3(c). (d) Maintenance of Insurance. Seller will maintain all of the insurance policies in effect as of the date hereof unless replaced by policies which are substantially comparable to such policies. (e) Notification. Seller shall advise Buyer in writing promptly, but in any event prior to the Closing, of: (i) the occurrence of any event which renders any of the representations or warranties set forth herein inaccurate or the awareness of Seller that any representation or warranty set forth herein was not accurate when made; (ii) any fact that, if existing or known on the date of this Agreement would have been required to be set forth or disclosed pursuant to this Agreement; and (iii) the failure of Seller to comply with or accomplish any of the covenants or agreements set forth herein. Any notice given pursuant to this Section 3(e) shall not operate to cure any breach of the representations and warranties made by Seller herein or in any Exhibits or Schedules hereto. View More

CONDUCT OF BUSINESS 4.Business Use. During the Exclusivity Period, except with the prior written consent of the Company, Fit Pay will: (a) conduct its business in the ordinary course in a manner consistent with past practice (except as expressly otherwise contemplated herein), including maintaining normal cash collection and payment policies and paying expenses, payables and other obligations when due in the ordinary course; (ii) maintain its properties and other assets in good working condition (normal wear and tear excepted); an...d (iii) use its best efforts to maintain the business and employees, customers, assets and operations as an ongoing concern in accordance with past practice. On the signing of the LOI, the Company will advance Fit Pay the sum of US$100,000 to assist with working capital needs until closing. Failure to close will require the immediate repayment of the advance. View More