Common use of Activities of the Company Clause in Contracts

Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (v) Except to the extent that non compliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and (vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will not: (i) Make any change in its articles of incorporation or bylaws; (ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's securities without the prior approval of the other party.

Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its it business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (v) Except to the extent that non compliance noncompliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date closing date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and (vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will not: (i) Make any change in its articles of incorporation or bylaws; (ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's securities without the prior approval of the other party.

Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its it business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (v) Except to the extent that non compliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date closing date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and (vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will notwill: (i) Make any Not amend or change in its articles of incorporation or bylaws;bylaws without first notifying the Buyer; and (ii) Enter into or amend any material contract, agreement, or other instrument, except Continue to operate and manage the Company in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's securities without the prior approval of the other party.

Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its it business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (v) Except to the extent that non compliance noncompliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date closing date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and (vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will not: (i) Make any change in its articles of incorporation or bylaws; (ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's ’s securities without the prior approval of the other party.

Activities of the Company. (a) From and after the date of this Agreement until the closing Closing date and except as set forth herein or as permitted or contemplated by this Agreement, Sellers warrant that the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its it business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (v) Except to the extent that non compliance noncompliance is not material or adverse to the Companyrespective party, duly and timely file for all taxable periods ending on or prior to the Closing Date date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing Closing date; and (vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement and except as provided herein until the closing Closing date, Sellers warrant that the Company will not: (i) Make any change in its articles of incorporation or bylaws, other than expressly provided for herein; (ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's ’s securities without the prior approval of the other party.

Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will: (i) Carry on its business in substantially the same manner as it has heretofore; (ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (iv) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers; (viii) Except to the extent that non compliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date closing date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and (viiv) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (v) The Buyer is aware that the Company has not filed its tax returns on time. Subject to satisfactory preparations, by the Company's auditor of the tax returns for the calendar years 1999, 2000, 2001, and 2002 will be paid by the Company after the change in control. The Buyer releases any and all claims (except for fraud) for those years aforementioned once the returns have been filed. (b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will not: (i) Make any change in its articles of incorporation or bylaws; (ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and (iii) Enter into any agreement for the sale of the Company's securities without the prior approval of the other party.