Common use of Additional Actions Prior to Closing Clause in Contracts

Additional Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing and except as set forth in the Renewable Schedules or the Company’s Schedules or as permitted or contemplated by this Agreement, the Purchaser (subject to paragraph (iv) below) and the Vendors (with respect to the Company , respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use commercially reasonable care, diligence and skill to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; 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 until the Closing, neither the Purchaser nor the Vendors (on behalf of the Company will: (i) make any changes in their respective certificate of incorporation or bylaws except as contemplated by this Agreement; (ii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iii) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Additional Actions Prior to Closing. (a) From and after the date of this Agreement December 31, 2021 until the Closing Date and except as set forth in the Renewable SPIN Schedules or the Company’s Acquired Company Schedules or as permitted or contemplated by this Agreement, the Purchaser SPIN (subject to paragraph (ivd) below) and the Vendors (with respect to the Acquired Company , respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use commercially reasonable care, diligence and skill its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; 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 December 31, 2021 until the ClosingClosing Date, neither the Purchaser SPIN nor the Vendors (on behalf of the Acquired Company will:, except as provided for in Schedule 4.06(b): (i) make any changes in their respective Articles of Incorporation, articles or certificate of incorporation or bylaws except as contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07 in the case of the Acquired Company or in Section 2.07, in the case of SPIN (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iiiiv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.

Additional Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing and except as set forth in the Renewable Tylerstone Schedules or the Company’s nCoat Schedules or as permitted or contemplated by this Agreement, the Purchaser Tylerstone (subject to paragraph (iv) below) and the Vendors (with respect to the Company nCoat, respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use commercially reasonable care, diligence and skill to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; 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 until the Closing, neither the Purchaser Tylerstone nor the Vendors (on behalf of the Company nCoat will: (i) make any changes in their respective certificate of incorporation or bylaws except as contemplated by this Agreement; (ii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iii) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.