Affirmative Covenants of the Company and the Shareholders. The Company and the Shareholders hereby covenant and agree that, prior to the Closing Date, unless otherwise expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will: (a) operate only in the Ordinary Course of Business; provided that the Company may distribute bonuses in recognition of the Closing to employees (other than Shareholders) of no more than $20,000 in the aggregate; (b) consult with Buyer on an on-going basis regarding any business activities not undertaken in the Ordinary Course, including without limitation, any license agreements (other than standard end user license agreements), OEM agreements, "bundling" agreements, or other material contracts into which the Company proposes to enter, (c) preserve and/or maintain, in all material respects and consistent with past custom and practice, its business and Assets, including its present Information Assets, Intellectual Property, operations, physical facilities, working conditions and relationships with its present employees and Persons having significant business relations with it, including suppliers, referral sources, payors, Panel Members, and customers, (d) maintain and keep its properties and Assets in as good order, security, repair and condition as at present, ordinary wear and tear excepted, (e) keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, (f) at the request of Buyer, obtain pre-clearance certificates and file such instruments and documents as are necessary to permit Buyer to merge the Company with and into Buyer on the Closing Date or immediately following the Closing Date; and (g) advise Buyer of any event the occurrence or non-occurrence of which, so far as the Company or the Shareholders can reasonably foresee, could have a Company Material Adverse Effect, could have a material adverse effect on the ability of the Company or the Shareholders to perform their respective obligations under this Agreement or, following the Closing, could have a Buyer Material Adverse Effect; (h) deliver the Audited 2004 Financials to Buyer as soon as reasonably practicable but in any event on or prior to February 18, 2005; and (i) to use commercially reasonable efforts to cause PwC to give its consent to Buyer to include its audit reports for the Audited Financials in Buyers SEC filings.
Affirmative Covenants of the Company and the Shareholders
