Common use of Certain Changes Clause in Contracts

Certain Changes. The Seller shall not, without the prior written consent of Purchaser: (a) Except in the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall not, without Without first obtaining the prior written consent of PurchaserRegency, which shall not be unreasonably withheld or delayed, from the date hereof until the Closing Date, HEP covenants that it shall not and shall, as applicable and except as required by applicable law, cause the Xxxxxx LLCs and the Subsidiaries not to: (a) Except operate their businesses, except in the usual, regular and ordinary course in all material respects consistent with past practices or make any material change in the conduct of business, borrow or agree to borrow any funds or incurtheir businesses and operations, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent)their financial reporting and accounting methods; (b) Payenter into any Contract or terminate or amend in any material respect any Contract to which the Xxxxxx LLCs or the Subsidiaries is a party if the committed value of the Contract is in excess of $100,000; (c) declare, discharge set aside or satisfy pay any claimdividends, liability or make any distributions, in respect of their equity securities, or repurchase, redeem or otherwise acquire any such securities, other than cash dividends or cash distributions by the Xxxxxx LLCs and the Subsidiaries prior to the Closing; (d) merge into or with or consolidate with any other entity or acquire any of the business or assets of any person or entity; (e) make any change in their organizational documents or equivalent governing instruments; (f) purchase any securities of any entity, except short term debt securities of any Governmental Authority and banks, or make any investment in any entity; (g) increase the indebtedness of, or incur any obligation (absoluteor liability, accrueddirect or indirect, contingent or otherwise)for the Xxxxxx LLCs and the Subsidiaries, other than the payment, discharge or satisfaction incurrence of liabilities in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractices; (ch) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assets; their assets other than (fi) Grant any increase the sale of their assets in the compensation ordinary course of officers or employeesbusiness pursuant to existing Contracts, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement and (ii) assets with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement an aggregate value of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effectmore than $100,000; (i) Issuepurchase, lease or otherwise acquire any property of any kind whatsoever other than (i) in the ordinary course of business consistent with past practices, or grant any options (ii) property with respect to the issuance of, any shares an aggregate value of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisenot more than $100,000; (j) Declare(i) enter into any joint venture, set aside partnership or pay other similar arrangements; (ii) terminate or amend any dividend onContract, Permit or other material right, (iii) waive, release or assign any material rights or claims, (iv) create any new Liens on the assets and properties of the Xxxxxx LLCs and the Subsidiaries, and (v) make any loans, advances or capital contributions to, or investments in any other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, person or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Companyentity; (k) Amend fail to use commercially reasonable efforts to renew any Material Contract or Permit to which the Seller's Certificate of Incorporation Xxxxxx LLCs or By-Laws; orthe Subsidiaries is a party; (l) Agreeenter into any employment agreement not terminable at will without cost or liability to any Xxxxxx LLC or to any Subsidiary or enter into any collective bargaining or labor agreements; (m) adopt, whether amend, modify, terminate, become subject to or become liable with respect to any Plan; (n) make any change in writing any of its present accounting methods and practices, except as required by GAAP or otherwiseother applicable recognized accounting standards; (o) increase the compensation and/or benefits of any of their employees or other service providers or the obligations of the Xxxxxx LLCs or the Subsidiaries in respect thereto, except as may be required by applicable law, rule or regulation; (p) authorize any capital expenditure (or series of related capital expenditures) in excess of $100,000, including but not limited to capital expenditures set forth in Schedule 1.3(a)(i) of the Disclosure Schedule; (q) in respect of Taxes of the Xxxxxx LLCs, the Subsidiaries, the Xxxxxx Businesses or the Xxxxxx Assets, (i) make, change or rescind any material election, (ii) adopt or change any material accounting method (other than changes required by applicable law), (iii) amend any Return, or settled or compromised any claim, notice, audit report or assessment; or (r) commit to do any of the foregoing.

Certain Changes. The Seller shall notNotwithstanding anything in Section 4.1 to the --------------- ----------- contrary, without the prior written consent of PurchaserBuyer, Seller has not from March 31, 1997 to the date hereof and will not, from the date hereof until the Closing Date: (a) Except make any material change in the conduct of its business and will operate its business in the ordinary course consistent with past practices; (b) enter into, or amend in any material respect, any contract or agreement of a type required to be disclosed pursuant to Section 2.11, ------------ other than in the ordinary course of business, borrow or contract or commit to make capital expenditures for more than five hundred dollars ($500) in the aggregate; (c) issue, deliver or agree to issue or deliver any stock, or other securities of Seller, or grant or agree to grant any subscriptions, options, warrants, rights or other agreements or commitments obligating Seller to issue additional shares of its capital stock or any securities convertible into its capital stock; (d) borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction except obligations and liabilities incurred in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in no event more than one thousand dollars ($1,000) in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more aggregate, other than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (realtrade payables, personal or mixed, tangible or intangible) to be subjected to any liennormal accrued expenses and payroll expenses; (e) Cancel declare or make any debts payment of dividends or waive any claims or rights or sell, transfer, or otherwise dispose distributions of any kind whatsoever to the shareholders of its properties or assetsSeller; (f) Grant any increase except in the compensation ordinary course of officers business and for adequate consideration, sell, transfer or employeesotherwise dispose of, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect theretomaterial assets; (g) Make enter or agree to enter into any capital expenditures agreement or commitments for additions arrangement granting any preferential rights to purchase any of its assets, properties or replacement rights or requiring the consent of propertyany party to the transfer and assignment of any such asset, plant, equipment property or intangible capital assetsright; (h) Paymake any loan, loan accrual or advance arrangement for payment of bonuses or special compensation of any amount to, kind or sell, transfer any severance or lease any properties or assets to, or enter into agreement or arrange with, termination pay to any of its employeespresent or former officers, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issueenter into an agreement with a person other than Buyer or any of its affiliates to merge or consolidate with another corporation or to sell all or substantially all of the assets of Seller, or grant acquire a material amount of assets constituting all or substantially all of the business or assets of any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwiseperson; (j) Declare, set aside take any action that might reasonably be expected to impair the business or pay any dividend on, or other distribution of any assets of Seller or fail to take any kind whatsoever with respect to, any shares action that would cause or permit the representations made in Article II hereof to be inaccurate at the time of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the CompanyClosing; (k) Amend the Seller's Certificate make any change in its articles of Incorporation incorporation or By-Lawsbylaws; or (l) Agree, whether in writing or otherwise, commit itself to do any of the foregoing.

Certain Changes. The Seller shall notExcept as set forth on Schedule 5.1, without first obtaining the prior written consent of PurchaserKMEP, from the date hereof until the Closing Date, the Contributors covenant that they shall use their reasonable best efforts to cause the Contributed Entities and Trailblazer not to: (a) Except make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (b) other than in the ordinary course of business, borrow enter into any contract or agree agreement that would be defined as "Contract" hereunder or terminate or amend in any material respect any Contract to borrow which any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent)the Contributed Entities is a party; (bc) Paydeclare, discharge set aside or satisfy pay any claimdividends, liability or obligation (absolutemake any distributions, accruedin respect of their equity securities, contingent or otherwise)repurchase, redeem or otherwise acquire any such securities, other than the payment, discharge dividends or satisfaction distributions by Contributed Entities in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurredpractice; (d) Permit merge into or allow with or consolidate with any other entity or acquire all or substantially all of its property the business or assets (real, personal of any person or mixed, tangible or intangible) to be subjected to any lienother entity; (e) Cancel make any debts change in their charter documents, partnership documents, bylaws or equivalent governing instruments; (f) purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the Contributed Entities and Trailblazer, other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; provided, however, that in no event shall the Contributed Entities incur, assume or guarantee any long-term indebtedness for borrowed money; (h) sell, lease or otherwise dispose of any of their assets other than the sale of their assets in the ordinary course of business pursuant to existing contracts; (i) purchase, lease or otherwise acquire any property of any kind whatsoever other than in the ordinary course of business; (j) implement or adopt any material change in their tax methods, principles or elections; (k) hire any employees, enter into any employment agreement or enter into any collective bargaining or labor agreements or adopt any benefit plan; (l) permit any of its assets to become subjected to any material Lien, covenant, right-of-way or other similar restriction of any nature whatsoever; (m) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assetssubstantial value; (fn) Grant any increase except for intercompany transactions in the compensation ordinary course of officers or employeesbusiness, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Paypay, loan or advance any amount to, or sell, transfer or lease any properties or of its assets to, or enter into any agreement or arrange arrangement with, the Contributors or any of its employees, officers their affiliates (other than the Contributed Entities or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effectTrailblazer); (io) Issueenter into or agree upon any settlement or compromise of pending litigation or other pending proceedings before any Governmental Authority; (p) except as contemplated in Sections 5.2(d) and 5.2(e) or as may be required to perform the Contributors' obligations under this Agreement, make any application, filing or grant other request for approval from any options Governmental Authority with respect to the issuance ofany new rates, any shares services, terms and conditions of its capital stock, service or purchase shares construction of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsfacilities; or (lq) Agree, whether in writing or otherwise, commit to do any of the foregoing.

Certain Changes. The Seller Company shall not, not take any of the following actions without the prior written consent of PurchaserXxxxx: (a) Except in the ordinary course of business, borrow Borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction except current obligations and liabilities incurred in the ordinary course of business and consistent with the past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractice; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (db) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lienmortgage, pledge, lien or encumbrance, except for Liens arising under a mortgage, pledge or security agreement disclosed in Section 3.10 of the Disclosure Statement or the Balance Sheet, purchase money mortgages or Permitted Liens; (ec) Cancel Dispose of or permit to lapse any debts rights, contract, licenses, permits or waive any claims or other rights or sell, transferto the use of any Intellectual Property, or otherwise dispose of or disclose to any person, other than an employee in the ordinary course of its properties business and consistent with past practices, any trade secret, formula, process or assetsknow-how not theretofore a matter of public knowledge; (fd) Grant Take any action with respect to the grant of any increase in the compensation of officers officers, directors or key employees, institute grant any bonus, severance or termination pay (including such benefits pursuant to any pension, profit sharing or other plan or commitment) or any increase in the compensation or fringe benefits payable or to become payable to any officer or key employee, or commit to, or implement or otherwise modify or amend any sales Benefit Arrangement, collective bargaining agreement, employment policy or practice except as permitted by this Agreement; (e) Make in the aggregate capital expenditures and commitments in excess of $25,000 for additions to property, plant or equipment without the prior written approval of Xxxxx; (f) Hire any employee, consultant or independent contractor for compensation, on an annualized basis, exceeding $50,000 per annum (provided, however, that Xxxxx shall not, solely on the basis of the amount of compensation, disapprove of an employee, consultant or independent contractor who is proposed to be hired as a replacement for a <PAGE> 56 terminated or departed employee, consultant or independent contractor at a comparable compensation plan, severance plan or other arrangement for its officers or employees, level); or enter into or become bound by any plan employment or agreement with respect thereto;consulting contract or legally binding understanding or arrangement regarding such employment. (g) Make any capital expenditures Fail to maintain the Company’s assets in substantially their state of repair as of the date of this Agreement except normal wear and tear or commitments for additions fail to replace consistent with the Company’s past practice and in accordance with the terms of this Agreement inoperable, worn-out or replacement of property, plant, equipment or intangible capital destroyed assets;. (h) PayMake, loan declare or advance pay any amount to, dividend or sell, transfer other distribution (other than regularly scheduled dividends in respect to the Company Preferred Stock) with respect to the Company Common Stock or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect;Company Preferred Stock. (i) Issue, Dispose of or grant discontinue any options with respect portion of its business which is material to the issuance of, Company and the Company Subsidiaries taken as a whole or acquire all or any shares portion of its capital stock, or purchase shares the business of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall notExcept as expressly may be permitted hereunder, or set forth in the schedules attached hereto, the Company covenants that, from the date hereof until the Closing Date, without first obtaining the prior written consent of Purchaserthe Shareholder, the Parent will not: (ai) Except make any material change in the conduct of its business or operations; (ii) engage in any activity or transaction outside the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (biii) Payterminate, discharge amend, modify or satisfy change any claimScheduled Contract, liability Lease or obligation agreement required to be disclosed pursuant to this Agreement; (absoluteiv) declare, accruedset aside or pay any dividends, contingent or otherwise)make any distributions, in respect to its equity securities, or repurchase, redeem or otherwise acquire any such securities; (v) merge into or with or consolidate with any other than person or acquire all or substantially all of the payment, discharge business or satisfaction assets of any other Person; (vi) make any change in its articles of incorporation or bylaws or equivalent governing instruments; (vii) purchase any securities of any Person; (viii) increase or decrease the indebtedness of the Parent or its Subsidiaries except for indebtedness incurred in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementprior practices; (cix) Prepay any obligation having a fixed maturity of more other than 90 days from the date such obligation was issued pursuant to existing contracts or incurred; (d) Permit or allow any of its property or assets (realcommitments, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assetsthe Property, other than in the ordinary and usual course of business; (fx) Grant grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the compensation benefit of officers or employeesany director, institute or amend any sales compensation planofficer, severance plan employee or other arrangement for its officers Person; (xi) file any motion, order, brief, settlement offer or employees, or other papers in any proceedings; (xii) enter into any plan single agreement or agreement agreements of similar nature with respect thereto; (g) Make any the same party or its affiliates outside the ordinary course of business or which involves capital expenditures of $200,000 for any single transaction or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding $500,000 in the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsaggregate; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall not(a) From and after, the date of this Agreement, and until the Closing Date, without the prior written consent of the Purchaser:, the Seller will not, other than as required or permitted pursuant to the terms hereof. (ai) Except make any material change in the conduct of the Business; (ii) incur any indebtedness for borrowed money, issue any notes, bonds, debentures, or other securities, or grant any option, warrant, or right to purchase any of the foregoing, except in the usual and ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (biii) Paymake any sale, discharge assignment, offer, or satisfy other conveyance of any claimof the Assets or any part thereof except in the usual and ordinary course of the Business; (iv) subject any of the Assets or any part thereof to any mortgage, liability pledge, security interest, encumbrance, or obligation (absolute, accrued, contingent lien or otherwise)suffer such to be imposed, other than such security interests, encumbrances, or liens as may arise (i) by operation of law or (ii) to secure the payment, discharge or satisfaction Assumed Liabilities; (v) authorize any capital expenditures except in the usual ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this AgreementBusiness; (cvi) Prepay guaranty any obligation having a fixed maturity of more than 90 days from the date such obligation was issued indebtedness for borrowed money or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose material obligations of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsperson; or (lvii) Agree, whether in writing or otherwise, commit itself to do any of the foregoing. (b) From and after the date of this Agreement and until the Closing Date, the Seller will use its best efforts to: (i) continue to maintain, in all material respects, the Assets in accordance with present practices in a condition suitable for their current use; (ii) file, when due or required, all federal, state, foreign, and other tax returns and reports required to be filed and pay when due all taxes, assessments, fees, and other charges lawfully levied or assessed against it, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (iii) continue to conduct the Business in the ordinary course; and (iv) keep its books of account, records, and files in the ordinary course and in accordance with existing practices.

Certain Changes. The Seller shall agrees that it will not, without after the prior written consent date of Purchaserthis Agreement: (a) Except except as set forth in Section 6.4 of the ordinary course of businessDisclosure Schedule, borrow or agree to borrow any funds or incur, incur or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute absolute, accrued, contingent or contingentotherwise); (b) Paypay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), ) other than the payment, discharge or satisfaction of such liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractice; (c) Prepay permit or allow any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurredAssets to be subjected to any Lien, except for those Liens set forth in Section 3.10 of the Disclosure Schedule; (d) Permit or allow except in accordance with past practice and in the ordinary and usual course of business, write down the value of any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lieninventory; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assetsthe Assets, except in the ordinary and usual course of business and consistent with past practice; (f) Grant dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, service mark xx copyright used in the conduct of the Seller's business, or dispose of or disclose to any person other than the Buyer or its representatives, any designs in process or similar information not theretofore a matter of public knowledge; (g) grant any increase in the compensation of officers any key employee (other than any such increase pursuant to any bonus, pension, profit-sharing or employees, institute or amend any sales compensation plan, severance other plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect theretocommitment disclosed herein); (gh) Make make any capital expenditures or commitments commitment for repairs or additions to or replacement of property, plant, equipment or intangible capital assetsassets in excess of $10,000.00 without the prior written consent of the Buyer; (hi) Paypay, loan loan, distribute or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrange with, arrangement with any of its employees, officers or directors or any affiliate thereofRelated Person, except for directors fees compensation and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect payments due pursuant to the issuance of, any shares terms of its capital stock, or purchase shares of capital stock or make any equity investment agreements scheduled in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside declare or pay any dividend or other distribution on, or incur any liability to make any other distribution of any assets of any kind whatsoever with payment in respect toof, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares shareholder of the capital stock of the CompanySeller; (k) Amend make any payment or distribution on account of the purchase, redemption, defeasance (including in-substance or legal defeasance) or other retirement of any capital stock of any shareholder of the Seller's Certificate , or of Incorporation any warrant, option or By-Laws; orother right to acquire such capital stock, or any other payment or distribution made in respect thereof; (l) Agreefail to maintain its books, whether accounts and records in writing the usual, regular and ordinary manner and in accordance with generally accepted accounting principles consistently applied; (m) except for endorsement for payment of checks made payable to the Seller, grant or otherwiseextend any power of attorney or act as guarantor, to do any surety, cosigner, endorser, co-maker, indemnitor or otherwise in respect of the foregoingobligation of any person, corporation, partnership, joint venture, association, organization or other entity; (n) maintain the Seller's assets and the quality of the Seller's services to the Seller's customers to the same extent to which such assets and services have been maintained to date; and (o) conduct its business other than in the ordinary and usual course consistent with past practice, except as otherwise contemplated by this Agreement.

Certain Changes. The Seller shall notBetween the date hereof and the Closing Date, without except as otherwise specifically permitted by this Agreement or unless the prior written consent of Purchaser: Buyer is obtained (such consent not to be unreasonably withheld or delayed), none of Parent, Seller, NMT-US or any Acquired Company shall permit (a) Except in the ordinary course imposition or attachment of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way Lien on any of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise)the Assets, other than the payment, discharge or satisfaction inchoate liens incurred in the ordinary course of business and consistent with past practice of liabilities which would not have a Material Adverse Effect, individually or obligations reflected or reserved against in the Balance Sheet aggregate, (b) the sale, assignment, transfer, abandonment or thereafter incurred other disposition of any of the Assets, or any interest therein, other than sales of Products in the ordinary course of the Business, (c) the sale, merger or consolidation of any of the Acquired Companies or any equity interests therein to or with any Person, (d) the modification, amendment, alteration, waiver or termination of any of the Contracts required to be disclosed on Schedule 3.7(m), Schedule 3.8(a), Schedule 3.8(b)(i), Schedule 3.11(c), Schedule 3.13(ii), Schedule 3.15(a)(ii) or Schedule 3.15(b)(i) hereto or of any right or interest of any Acquired Company or NMT-US thereunder, (e) the declaration or payment of any dividends or other distributions to an equityholder by any of the Acquired Companies (except for the dividend (the "Pre-Closing Dividend") to be made by each of the Acquired Companies in an amount equal to the lesser of (i) the maximum amount of a dividend that may be legally declared and paid in accordance with this Agreement; the requirements and limitations of the Companies Act, 1985, and (cii) Prepay any obligation having a fixed maturity the amount of more the Intergroup Receivable (after giving effect to the adjustments under Section 2.4 above) of such Acquired Company from Affiliates of Parent (other than 90 days from another Acquired Company)) or the date such obligation was issued purchase or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose redemption of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any their capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsshares; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall notSubject to Section 5.3, without first obtaining the prior written consent of Purchaserthe Purchaser (which consent may not be unreasonably withheld), from the Reference Time until the Closing Date, the Vendor will ensure that the Company will not: (a) Except make any material adverse change in the conduct of its business and operations; (b) amend, in any respect material to the Company, any contract or agreement other than in the ordinary course of business; (c) declare, borrow set aside or agree to borrow pay any funds or incurdividends, or assume make any distributions in respect of its Shares or become subject torepurchase, whether directly redeem or otherwise acquire any Shares, (ii) make any payments, by way of guarantee bonuses, management fees, wages, salaries or otherwiseotherwise to the Vendor or any other Person, or (iii) incur, assume, pay or otherwise become liable for any obligation debts or liability (absolute charges to or contingent)for the benefit of any Vendor or any Person affiliated with or related to a Vendor; (bd) Paymerge into or with or consolidate with any other corporation or acquire all or substantially all of the business or assets of any Person; (e) make any changes to its constating documents or bylaws; (f) purchase any securities of any Person; (g) sell, discharge lease or satisfy otherwise dispose of any claim, liability of the Assets (the extraction and sale of Petroleum Substances and the consumption or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction disposition of its assets and properties in the ordinary course of business being excepted and consistent with past practice of liabilities or obligations reflected or reserved against permitted) other than in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity ordinary course of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assetsbusiness; (h) Paypurchase, loan lease or advance otherwise acquire any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors Petroleum and Natural Gas Rights or any affiliate thereof, except for directors fees and compensation to employees, officers interest in Petroleum Substances or directors at rates not exceeding real property other than in the rates ordinary course of compensation currently in effectbusiness; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any capital expenditures other entity, corporate or otherwisethan in the ordinary course of business; (j) Declareamend, set aside enter into or pay terminate any dividend on, or contracts material to the Company other distribution than in the ordinary course of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Companybusiness; (k) Amend initiate new operations, commit to drill any Well for its own account, surrender Petroleum and Natural Gas Rights or abandon any Wellx xxxer than in the Seller's Certificate ordinary course of Incorporation or By-Laws; orbusiness; (l) Agreemake any offer of employment to any Person; terminate, whether in writing except for cause, the employment of any Person; or otherwise, increase the salary or benefits payable to do any of the foregoingPerson.

Certain Changes. The Seller shall not, without Without first obtaining the prior written consent of PurchaserBuyer, from the date hereof until the Closing Date, except as specifically provided in this Agreement, Seller covenants that it will cause Company not to: (a) Except make any material change in the conduct of Company’s businesses and operations, or its financial reporting and accounting methods; (b) other than in the ordinary course of business, borrow enter into, terminate or agree amend any contract; (c) declare, set aside or pay any dividends, or make any distributions, in respect of the Company Interest, or repurchase, redeem or otherwise acquire any such securities, or split, combine or reclassify any Membership Interests or other securities of the Company; (d) merge into or with or consolidate the Company with any other entity or acquire all or substantially all of the business or assets of any Person; (e) except as contemplated at Closing, make any change in the Company’s limited liability company documents or equivalent governing instruments; (f) purchase any securities of any Person, except short term debt securities of governmental entities and banks, or make any investment in any venture or other business enterprise (g) issue, sell or deliver any equity interests, notes, bonds or other securities of the Company, or any option, warrant or right to borrow any funds or acquire the same; (h) create, incur, guarantee or assume any Indebtedness, or become subject to, whether directly or by way of guarantee or otherwise, incur any obligation or liability (absolute liability, direct or contingent); (b) Payindirect, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise)for the Company, other than the payment, discharge or satisfaction incurrence of liabilities pursuant to existing Contracts in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractices; (ci) Prepay purchase, lease or otherwise acquire any obligation having a fixed maturity property of more any kind other than 90 days from in the date such obligation was issued or incurredordinary course of business; (dj) Permit implement or allow adopt any material change in its tax methods, principles or elections; (k) permit any of its property or assets (real, personal or mixed, tangible or intangible) to be become subjected to any lienmaterial Lien, covenant, right-of-way or other similar restriction of any nature whatsoever; (el) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assetssubstantial value; (fm) Grant enter into or agree upon any increase in the compensation settlement or compromise of officers or employees, institute or amend any sales compensation plan, severance plan pending litigation or other arrangement for its officers or employees, or enter into pending proceedings before any plan or agreement with respect thereto;Governmental Authority (gn) Make any capital expenditures or commitments for additions to or replacement of propertyliquidate, plantdissolve, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase recapitalize or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawswind up its business; or (lo) Agree, whether in writing or otherwise, commit to do any of the foregoing.

Certain Changes. The Seller shall notBetween the date hereof and the Closing Date, without --------------- except as otherwise specifically permitted by this Agreement or unless the prior written consent of Purchaser: Buyer is obtained (such consent not to be unreasonably withheld or delayed), Seller shall not permit (a) Except the mortgage, pledge or subjection to any lien, lease, security interest or other charge or encumbrance of any of the Assets except for landlord's liens with respect to rent not yet due and payable and liens for property taxes not yet due and payable and other inchoate liens incurred in the ordinary course of business which do not have a material adverse effect on the Business, (b) the sale, assignment, transfer, abandonment or other disposition of any of the Assets, or any interest therein, otherwise than sales in the ordinary course of business, borrow (c) the merger or agree consolidation of any of the Companies with any corporation, partnership, association or other business organization or division thereof, unless such transaction specifically excludes the Assets and provides for their sale as contemplated by this Agreement; (d) the modification, amendment, alteration or termination of any of the contracts described on Exhibit 3.9; (e) the declaration or payment of any dividends or other distributions to borrow a shareholder by any funds of the Acquired Companies or incurthe purchase or redemption of any shares of its capital stock; or (f) any of the Acquired Companies to (i) take any action to amend its charter or bylaws or other governing documents; (ii) issue any stock, bonds or assume other corporate securities or become subject to, whether directly grant any option or by way issue any warrant to purchase or subscribe to any of guarantee such securities or otherwise, issue any securities convertible into such securities; (iii) incur any obligation or liability (absolute or contingent); , except current liabilities incurred and obligations under contracts entered into in the ordinary course of business; (biv) Paycancel any debts or claims, discharge except in the ordinary course of business; (v) make, accrue or satisfy become liable for any claimbonus, liability profit sharing or obligation (absoluteincentive payment, accruedexcept for accruals under existing plans, contingent if any, or otherwise)increase the rate of compensation payable or to become payable by it to any of its officers, directors or employees, other than the payment, discharge or satisfaction increases in the ordinary course of business and consistent with past practice practice; (vi) make any election or give any consent under the Code or the tax statutes of liabilities any state or obligations reflected other jurisdiction or reserved against in the Balance Sheet make any termination, revocation or thereafter incurred in accordance with this Agreement; cancellation of any such election or any consent or compromise or settle any claim for past or present tax due; (cvii) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims rights of material value; (viii) make or rights permit any act or sellomission constituting a breach or default under any contract, transfer, indenture or otherwise dispose of any of agreement by which it or its properties or assets; are bound; (fix) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan leases, contracts, agreements or agreement with respect thereto; (g) Make any capital expenditures or commitments understandings other than those entered into in the ordinary course of business calling for additions to or replacement of propertypayments which in the aggregate do not exceed $100,000 for each such lease, plantcontract, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange withunderstanding; (x) engage any employee for a salary in excess of $575,000 per annum; (xi) materially alter the terms, status or funding condition of any of its employees, officers Employee Benefit Plan; or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (ixii) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, commit or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (l) Agree, whether in writing or otherwise, to do any of the foregoingforegoing in the future.

Certain Changes. The Seller shall agrees that it will not, without after the prior written consent date of Purchaserthis Agreement: (a) Except except as set forth in Section 6.4 of the ordinary course of businessDisclosure Schedule, borrow or agree to borrow any funds or incur, incur or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute absolute, accrued, contingent or contingentotherwise); (b) Paypay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), ) other than the payment, discharge or satisfaction of such liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractice; (c) Prepay permit or allow any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurredAssets to be subjected to any Lien, except for those Liens set forth in Section 3.10 of the Disclosure Schedule; (d) Permit or allow except in accordance with past practice and in the ordinary and usual course of business, write down the value of any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lieninventory; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assetsthe Assets, except in the ordinary and usual course of business and consistent with past practice; (f) Grant dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, service mark xx copyright used in the conduct of the Seller's business, or dispose of or disclose to any person other than the Buyer or its representatives, any designs in process or similar information not theretofore a matter of public knowledge; (g) grant any increase in the compensation of officers any key employee (other than any such increase pursuant to any bonus, pension, profit-sharing or employees, institute or amend any sales compensation plan, severance other plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect theretocommitment disclosed herein); (gh) Make make any capital expenditures or commitments commitment for repairs or additions to or replacement of property, plant, equipment or intangible capital assetsassets in excess of $25,000.00 without the prior written consent of the Buyer; (hi) Paypay, loan loan, distribute or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrange with, arrangement with any of its employees, officers or directors or any affiliate thereofRelated Person, except for directors fees compensation and compensation payments due pursuant to employeesthe terms of agreements scheduled in Section 6.4 of the Disclosure Schedule, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to paid as of the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisedate hereof; (j) Declare, set aside declare or pay any dividend or other distribution on, or incur any liability to make any other distribution of any assets of any kind whatsoever with payment in respect toof, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares shareholder of the capital stock of the CompanySeller; (k) Amend make any payment or distribution on account of the purchase, redemption, defeasance (including in-substance or legal defeasance) or other retirement of any capital stock of any shareholder of the Seller's Certificate , or of Incorporation any warrant, option or By-Laws; or (l) Agreeother right to acquire such capital stock, whether or any other payment or distribution made in writing or otherwise, to do any of the foregoing.respect thereof;

Certain Changes. The Seller shall notBetween the date hereof and the Closing Date, without ---------------- except as otherwise specifically permitted by this Agreement or unless the prior written consent of Purchaser: Buyer is obtained (such consent not to be unreasonably withheld or delayed), none of Parent, Seller, NMT-US or any Acquired Company shall permit (a) Except in the ordinary course imposition or attachment of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way Lien on any of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise)the Assets, other than the payment, discharge or satisfaction inchoate liens incurred in the ordinary course of business and consistent with past practice of liabilities which would not have a Material Adverse Effect, individually or obligations reflected or reserved against in the Balance Sheet aggregate, (b) the sale, assignment, transfer, abandonment or thereafter incurred other disposition of any of the Assets, or any interest therein, other than sales of Products in the ordinary course of the Business, (c) the sale, merger or consolidation of any of the Acquired Companies or any equity interests therein to or with any Person, (d) the modification, amendment, alteration, waiver or termination of any of the Contracts required to be disclosed on Schedule 3.7(m), Schedule 3.8(a), Schedule 3.8(b)(i), Schedule 3.11(c), Schedule 3.13(ii), Schedule 3.15(a)(ii) or Schedule 3.15(b)(i) hereto or of any right or interest of any Acquired Company or NMT-US thereunder, (e) the declaration or payment of any dividends or other distributions to an equityholder by any of the Acquired Companies (except for the dividend (the "Pre-Closing Dividend") to be made by each of the Acquired Companies in an amount equal to the lesser of (i) the maximum amount of a dividend that may be legally declared and paid in accordance with this Agreement; the requirements and limitations of the Companies Act, 1985, and (cii) Prepay any obligation having a fixed maturity the amount of more the Intergroup Receivable (after giving effect to the adjustments under Section 2.4 above) of such Acquired Company from Affiliates of Parent (other than 90 days from another Acquired Company)) or the date such obligation was issued purchase or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose redemption of any of its properties their capital shares; or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation the Acquired Companies to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issuetake any action to amend its charter or bylaws or other governing documents; (ii) issue any stock, bonds, shares of its capital or other securities, or grant any options option or issue any warrant to purchase or subscribe for any of such securities or issue any securities convertible into or exchangeable for such securities; (iii) incur any obligation or Liability (absolute or contingent), except current Liabilities incurred and obligations under Contracts entered into in the ordinary course of the Business consistent with respect the Acquired Companies' past practice; (iv) cancel any debts or claims, except in the ordinary course of the Business consistent with the Acquired Companies' past practice; (v) make, accrue or become liable for any bonus, profit sharing or incentive payment, except for accruals under existing Employee Benefit Plans, if any, or increase the rate of compensation payable or to the issuance of, become payable by it to any shares of its capital stockofficers, directors or purchase shares employees, other than increases in the ordinary course of capital stock the Business consistent with past practice; (vi) make any election or give any consent under the Code or the Tax Laws of any jurisdiction or make any equity investment intermination, revocation or cancellation of any such election or any consent or compromise or settle any claim for past or present Tax due; (vii) waive or relinquish any rights of material value; (viii) make or permit any act or omission constituting a breach or default under any contract, indenture or agreement by which it or its properties are bound; (ix) enter into any Contracts other than those entered into in the ordinary course of business calling for payments which in the aggregate do not exceed US$50,000 for each such lease, contract, agreement or understanding; (x) engage any employee for a salary in excess of US$75,000 per annum; (xi) alter the terms, status or funding condition of any employee benefit plan; or (xii) commit or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (l) Agree, whether in writing or otherwise, to do any of the foregoingforegoing in the future.

Certain Changes. The Seller shall notExcept as set forth on Schedule 3.12 or as contemplated by the Share Sale Deed, without the prior written consent of Purchasersince March 31, 2007, there has not been: (a) Except in any damage or destruction to, or loss of, any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, which could have a Material Adverse Effect on the Company or its Subsidiaries, taken as a whole; (b) any waiver by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (c) any satisfaction or discharge of any Lien or payment of any obligation by the Company or any of its Subsidiaries outside of the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit any material change or allow amendment to any Material Contract by which the Company, any of its property Subsidiaries or any of its or their respective properties or assets (real, personal is bound or mixed, tangible or intangible) to be subjected to any liensubject; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assetsMaterial Adverse Change; (f) Grant any increase change in the compensation Contingent Obligations of officers the Company or employeesany of its Subsidiaries, institute by way of Guarantees or amend otherwise, outside of the ordinary course of business; (g) any sales compensation plan, severance plan declaration or payment of any dividend or other arrangement for distribution of assets of the Company to its officers or employeesshareholders, or enter into the adoption or consideration of any plan or agreement arrangement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan any resignation or advance termination of the employment of any amount to, director or sell, transfer officer of the Company or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effectSubsidiaries; (i) Issue, any Investment by the Company or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares Subsidiaries in the Capital Stock of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisePerson; (j) Declareany offer, set aside issuance or pay any dividend on, or other distribution sale of any assets of any kind whatsoever with respect to, any shares of the capital stock Capital Stock of the Company, Company or redeem, purchase or otherwise acquire, directly or indirectly, any shares of Equity Rights with respect to the capital stock Capital Stock of the Company; (k) Amend any change in the Seller's Certificate of Incorporation Company’s credit guidelines and policies, charge-off policies or By-Laws; oraccounting methods, procedures or policies; (l) Agree, whether any incurrence of any Indebtedness by the Company or any of its Subsidiaries other than as contemplated in writing this Agreement and the Related Agreements; (m) any agreement or otherwise, commitment to do any of the foregoing; or (n) any other event or condition of any character which has had a Material Adverse Effect.

Certain Changes. The Seller shall agrees that it will not, without after the prior written consent date of Purchaserthis Agreement: (a) Except except as set forth in Section 6.4 of the ordinary course of businessDisclosure Schedule, borrow or agree to borrow any funds or incur, incur or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute absolute, accrued, contingent or contingentotherwise); (b) Paypay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), ) other than the payment, discharge or satisfaction of such liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementpractice; (c) Prepay permit or allow any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurredAssets to be subjected to any Lien, except for those Liens set forth in Section 3.10 of the Disclosure Schedule; (d) Permit or allow except in accordance with past practice and in the ordinary and usual course of business, write down the value of any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lieninventory; (e) Cancel any debts or waive any claims or rights of substantial value or sell, transfer, or otherwise dispose of any of its properties or assetsthe Assets, except in the ordinary and usual course of business and consistent with past practice; (f) Grant dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, service mark xx copyright used in the conduct of the Seller's business, or dispose of or disclose to any person other than the Buyer or its representatives, any designs in process or similar information not theretofore a matter of public knowledge; (g) grant any increase in the compensation of officers any key employee (other than any such increase pursuant to any bonus, pension, profit-sharing or employees, institute or amend any sales compensation plan, severance other plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect theretocommitment disclosed herein); (gh) Make make any capital expenditures or commitments commitment for repairs or additions to or replacement of property, plant, equipment or intangible capital assetsassets in excess of $25,000.00 without the prior written consent of the Buyer; (hi) Paypay, loan loan, distribute or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrange with, arrangement with any of its employees, officers or directors or any affiliate thereofRelated Person, except for directors fees compensation and compensation payments due pursuant to employeesthe terms of agreements scheduled in Section 6.4 of the Disclosure Schedule, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to paid as of the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisedate hereof; (j) Declare, set aside declare or pay any dividend or other distribution on, or incur any liability to make any other distribution of any assets of any kind whatsoever with payment in respect toof, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares shareholder of the capital stock of the CompanySeller; (k) Amend make any payment or distribution on account of the purchase, redemption, defeasance (including in-substance or legal defeasance) or other retirement of any capital stock of any shareholder of the Seller's Certificate , or of Incorporation any warrant, option or By-Laws; orother right to acquire such capital stock, or any other payment or distribution made in respect thereof; (l) Agreefail to maintain its books, whether accounts and records in writing the usual, regular and ordinary manner and in accordance with the Seller's past practices consistently applied for the past two years; (m) except for endorsement for payment of checks made payable to the Seller, grant or otherwiseextend any power of attorney or act as guarantor, to do any surety, cosigner, endorser, co-maker, indemnitor or otherwise in respect of the foregoingobligation of any person, corporation, partnership, joint venture, association, organization or other entity; (n) maintain the Seller's assets and the quality of the Seller's services to the Seller's customers to the same extent to which such assets and services have been maintained to date; and (o) conduct its business other than in the ordinary and usual course consistent with past practice, except as otherwise contemplated by this Agreement.

Certain Changes. The Seller shall not, without Without first obtaining the prior written consent of the Purchaser, from the date hereof until the earlier of the Effective Date or the termination of this Agreement, the Sellers, jointly and severally, covenant that none of the Companies will: (a) Except make any material change in the conduct of its businesses and operations, or its financial reporting and accounting methods; (b) other than in the ordinary course of business, borrow enter into any material contract or agree to borrow agreement or terminate or amend in any funds or incurmaterial respect, or assume be in default in any material respect under any material contract or become subject toagreement to which any Company is a party, whether directly including without limitation any bid submitted by any Company, except for any defaults which may occur during such time period which are cured by such Company or by way the Sellers prior to the Effective Date; (c) except as otherwise provided in Sections 1.4 and 3.8 hereof, declare, set aside or pay any dividends, or make any distributions, in respect of guarantee its equity securities, or otherwiserepurchase, redeem or otherwise acquire any such securities or transfer any cash to the Sellers; (d) merge into or with or consolidate with any other corporation or acquire all or substantially all of the business or assets of any corporation, person or other entity; (e) make any change in its charter documents, bylaws or equivalent governing instruments; (f) other than in the ordinary course of business, purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation or liability, direct or indirect for any Company other than the incurrence of liabilities pursuant to existing agreements in the ordinary course of business consistent with past practices; provided, however, that in no event will any Company incur any obligation or liability (absolute or contingent)for funded indebtedness; (bh) Paysell, discharge lease or satisfy otherwise dispose of any claim, liability or obligation (absolute, accrued, contingent or otherwise), of its assets other than the payment, discharge or satisfaction sale of its assets in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or as otherwise dispose of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effectcontemplated by Section 1.3 hereof; (i) Issuepurchase, lease or grant otherwise acquire any options with respect to property of any kind whatsoever other than in the issuance of, any shares ordinary course of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisebusiness; (j) Declareallow or permit the expiration, set aside termination or pay cancellation at any dividend on, or other distribution time prior to the Closing of any assets of any kind whatsoever with respect to, any shares of the capital stock insurance policies listed in Schedule 3.17, unless it is replaced, with no loss of the Companycoverage, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Companyby a comparable insurance policy; (k) Amend the Seller's Certificate of Incorporation implement or By-Lawsadopt any change in its tax methods, principles or elections; or (l) Agree, whether in writing or otherwise, commit to do any of the foregoing, except as contemplated by this Agreement.

Certain Changes. The Seller shall not, without Without first obtaining the prior written consent of the Purchaser, from the date hereof until the Closing Date, the Selling Stockholders covenant that the Company and the Subsidiaries will not and that they will cause the Company and the Subsidiaries not to: (ai) Except make any material change in the conduct of their businesses and operations, or their financial reporting and accounting methods; (ii) other than in the ordinary course of business, borrow enter into any contract or agree to borrow agreement or terminate or amend in any funds or incurmaterial respect, or assume be in default in any material respect under any material contract or become subject toagreement to which the Company or any of the Subsidiaries is a party; (iii) declare, whether directly set aside or by way pay any dividends, or make any distributions of guarantee any kind, in respect of their equity securities, or otherwiserepurchase, redeem or otherwise acquire any such securities; (iv) merge into or with or consolidate with any other corporation or acquire all or substantially all of the business or assets of any corporation, person or other entity; (v) make any change in their charter documents, bylaws or equivalent governing instruments; (vi) purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (vii) increase the indebtedness of, or incur any obligation or liability (absolute liability, direct or contingent); (b) Payindirect, discharge for, the Company or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), of the Subsidiaries other than the payment, discharge or satisfaction incurrence of liabilities pursuant to existing agreements in the ordinary course of business and consistent with past practice of liabilities practices; provided, however, that in no event will the Company or obligations reflected the Subsidiaries incur any obligation or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementliability for funded indebtedness; (cviii) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assetstheir assets other than the sale of their assets in the ordinary course of business pursuant to existing contracts; (fix) Grant purchase, lease or otherwise acquire any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets property of any kind whatsoever with respect toother than in the ordinary course of business; (x) allow or permit the expiration, termination or cancellation at any shares time prior to the Closing of any of the capital stock insurance policies listed in Schedule 4.17, unless it is replaced, with no loss of the Companycoverage, by a comparable insurance policy; (xi) implement or adopt any change in their tax methods, principles or elections; (xii) grant an Encumbrance (except a Permitted Encumbrance) on any of their assets or allow any such Encumbrance (except a Permitted Encumbrance) to occur or to be created; (xiii) grant any subscriptions, options, convertible securities, warrants, calls or rights of any kind (issued, contracted for or granted by, or redeembinding upon, either the Company or the Subsidiaries) to purchase or otherwise acquire, directly acquire any security of or indirectly, any shares of equity interest in the capital stock of Company or the CompanySubsidiaries; (kxiv) Amend the Seller's Certificate of Incorporation issue any equity securities or By-Lawsany indebtedness convertible into equity securities; or (lxv) Agree, whether in writing or otherwise, commit to do any of the foregoing.

Certain Changes. The Seller shall notExcept as contemplated by this Agreement (including the Annexes and Exhibits hereto), without first obtaining the prior written consent of PurchaserMCN and Torch, from the date hereof until the Second Closing, each entity in the Tartan Group covenants that it will not: (a) Except make any material change in the ordinary course conduct of business, borrow or agree to borrow any funds or incurits businesses and operations, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent)its financial reporting and accounting methods; (b) Payother than as contemplated by the Plan, discharge enter into any material contract or satisfy agreement or terminate or amend in any claimmaterial respect, liability or be in default in any material respect under any material contract or agreement to which it is a party; (c) declare, set aside or pay any dividends, or make any distributions, in respect of its equity securities, or repurchase, redeem or otherwise acquire any such securities; (d) merge into or with or consolidate with any other corporation, person or other entity or acquire all or substantially all of the business or assets of any corporation, person or other entity; (e) make any change in its charter documents or bylaws; (f) purchase any securities of any corporation, person or entity, except short term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise; (g) increase the indebtedness of, or incur any obligation (absoluteor liability, accrueddirect or indirect, contingent or otherwise)for, it other than the payment, discharge incurrence of liabilities pursuant to existing agreements or satisfaction in the ordinary course of business and consistent with past practice practices; provided, however, that in no event will it incur any obligation or liability for indebtedness for borrowed money maturing more than 12 months from the date of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementissue; (ch) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assets; (f) Grant any increase assets other than the sale of its assets in the compensation ordinary course of officers business or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions pursuant to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effectexisting contracts; (i) Issuepurchase, lease or grant otherwise acquire any options with respect to property of any kind whatsoever other than in the issuance of, any shares ordinary course of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwisebusiness; (j) Declareallow or permit the expiration, set aside termination or cancellation at any time prior to the Second Closing of any of its material insurance policies, unless it is replaced, with no loss of coverage, by a comparable insurance policy; (k) implement or adopt any change in its tax methods, principles or elections; (l) make any change in its authorized capital or out- standing securities; (m) issue, sell, or deliver, or agree to issue, sell or deliver, any capital stock, bonds or other corporate securities, or grant or agree to grant any options, warrants or other rights calling for the issue, sale or delivery of its securities; (n) pay any dividend onobligation or liability other than current liabilities reflected in the Balance Sheet and current liabilities incurred since the date of the Balance Sheet, in the ordinary course of business; (o) cancel or otherwise terminate any material debts or claims; (p) enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, properties or rights, or other distribution requiring the consent of any assets party to the transfer or assignment of any kind whatsoever with respect toof such assets, properties or rights; (q) make or permit any shares material amendment or termination of the capital stock any material contract, agreement or license to which it is a party or by which it or any of the Company, its assets or redeem, purchase or otherwise acquireproperties are subject which would have a Material Adverse Effect; (r) make, directly or indirectly, any shares accrual or arrangement for, or payment of bonuses or special compensation of any kind or any severance or termination pay to, any present or former officer or employee, except in the capital stock ordinary course of the Companyits business; (ks) Amend increase the Seller's Certificate rate of Incorporation compensation payable by it to any of its employees or By-Lawsagents or adopt any new, or make any increase in any existing profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for any of such employees or agents except those for which Tartan has and is accruing funds for same not in violation of the Plan; (t) execute any collective bargaining agreement; (u) make any capital expenditures which, in the aggre- gate, exceed $25,000; (v) take any action that would have required consent of the limited partners if both the Agreement of Limited Partnership and the Construction, Operation, and Maintenance Management Agreement had been executed and in effect; or (lw) Agree, whether in writing or otherwise, commit to do any of the foregoing. Provided, however, the above covenants of Tartan Management shall only apply to the extent the failure of Tartan Management to comply with such covenants could have an effect on the System, the project contemplated hereby, or the other Parties.

Certain Changes. The Seller shall notExcept as expressly may be permitted or contemplated hereunder, or set forth in the schedules attached hereto, the Company covenants that, from the date hereof until the Closing Date, without first obtaining the prior written consent of Purchaserthe Merger Sub, the Company will not and the Shareholder shall not cause the Companies to: (ai) Except make any material change in the conduct of its business or operations; (ii) engage in any activity or transaction outside the ordinary course of business; (iii) terminate, amend, modify or change any Scheduled Contract, Lease or agreement required to be disclosed pursuant to Sections 5.11 or 5.15 other than in the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (biv) Paydeclare, discharge set aside or satisfy pay any claimdividends, liability or obligation make any distributions, in respect to its equity securities, or repurchase, redeem or otherwise acquire any such securities; (absolute, accrued, contingent v) merge into or otherwise), with or consolidate with any other than person or acquire all or substantially all of the payment, discharge business or satisfaction assets of any other Person; (vi) make any change in its articles of incorporation or bylaws or equivalent governing instruments; (vii) purchase any securities of any Person; (viii) increase or decrease the indebtedness of the Companies (or any of them) or their affiliates except for indebtedness incurred in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementprior practices; (cix) Prepay any obligation having a fixed maturity of more other than 90 days from the date such obligation was issued pursuant to existing contracts or incurred; (d) Permit or allow any of its property or assets (realcommitments, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assetsthe Property, other than in the ordinary and usual course of business; (fx) Grant grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the compensation benefit of officers or employeesany director, institute or amend any sales compensation planofficer, severance plan employee or other arrangement for Person, provided that the Company may continue to pay its officers field personnel bonuses in accordance with the Company's past practices; (xi) file any motion, order, brief, settlement offer or employees, or other papers in any proceedings; (xii) enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into single agreement or arrange with, agreements of similar nature with the same party or its affiliates other than in the ordinary course of business or which involves capital expenditure of $200,000 for any of its employees, officers one transaction or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding $500,000 in the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsaggregate; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall not, without Without the prior written consent of Purchaser: , such consent not to be unreasonably withheld, provided that such consent shall be deemed to have been given unless it is denied within five (a5) Except in the ordinary course Business Days of businesshaving been requested, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability neither SPC nor SPCT shall: (absolute or contingent); (bi) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) the Acquired Assets to be subjected to any lien; Lien; (eii) Cancel any debts cancel or waive any claims material claim or rights right relating to the Acquired Assets or the Business; (iii) sell, transfer, assign, distribute or otherwise dispose of any Acquired Assets, except in the Ordinary Course of Business; (iv) enter into any contract or commitment with respect to the Business or the Acquired Assets, the performance of which may extend beyond the Closing Date, except in the Ordinary Course of Business; (v) cause or permit any of its properties current insurance or assets; reinsurance policies with respect to the Acquired Assets or the Business to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation, or lapse, the Company obtains replacement policies from the same or comparable insurers providing coverage which is the same or comparable to that provided under the cancelled, terminated, or lapsed policies; (fvi) Grant acquire by purchase or license any increase trademark, patent, or other intellectual property rights with respect to the Business; (vii) make any payment or provision with respect to any employee benefit plan or program with respect to the Business, except in the compensation Ordinary Course of officers Business, or employees, institute adopt any new employee benefit plan or program with respect to the Business or amend any sales compensation plan, severance existing employee benefit plan or other arrangement for its officers or employeesprogram with respect to the Business, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into agreement or arrange with, any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding the rates of compensation currently in effect; (i) Issue, or grant any options new employment agreements with respect to the issuance of, any shares of its capital stockBusiness, or purchase shares of capital stock or make increase the compensation payable to any equity investment in, or agree employee with respect to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside the Business or pay any dividend on, or other distribution of bonuses to any assets of any kind whatsoever with respect to, any shares employee of the capital stock Business except in the Ordinary Course of Business. Without the Companyconsent of Purchaser, or redeemsuch consent not to be unreasonably withheld, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Laws; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.SPC shall not

Certain Changes. The Seller shall notExcept as set forth on Schedule 5.1, and subject to Section 5.3, without first obtaining the prior written consent of Purchaserthe Partnership (which consent will not be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing Date, the Contributors covenant that they shall cause the Companies not to: (a) Except make any material change in the conduct of their businesses and operations, or their financial reporting or accounting methods, principles or policies, other than those required by GAAP or applicable law; (b) other than in the ordinary course of business or as set forth in Schedule 5.1(b), enter into any Contract that would be defined as a “Material Contract” hereunder or terminate or amend in any material respect any Material Contract to which any of the Companies is a party; (c) repurchase, redeem or otherwise acquire any of their equity securities; (d) merge into or with or consolidate with any other entity or acquire the business or all or a substantial portion of the assets of any person or other entity; (e) make any change in their charter documents, partnership documents, bylaws or equivalent governing instruments (except as provided in Section 5.10); (f) purchase any securities of any corporation, person or entity, except short- term debt securities of governmental entities and banks, or make any investment in any corporation, partnership, joint venture or other business enterprise, except to the extent required by the terms of any existing Material Contract; (g) issue or sell any equity interests, notes, bonds or other securities of any of the Companies, or any option, warrant or right to acquire any equity interests, notes, bond or other securities of any of the Companies; (h) make any non-cash distribution with respect to its equity interests; (i) increase the indebtedness of, or incur any obligation or liability, direct or indirect, for the Companies, other than the incurrence of liabilities in the ordinary course of business consistent with past practices; provided, however, that in no event shall the Companies incur, assume or guarantee any long-term indebtedness for borrowed money; (j) sell, lease or otherwise dispose of any material portion of their assets other than the sale of their assets in the ordinary course of business; (k) liquidate, dissolve, recapitalize or otherwise wind up its business; (l) purchase, lease or otherwise acquire any material property of any kind whatsoever other than in the ordinary course of business; (m) implement or adopt any material change in their Tax methods, principles or elections; (n) hire any employees, enter into any employment agreement or enter into any collective bargaining or labor agreements or adopt any benefit plan; (o) permit any of its assets to become subjected to any Lien, other than Permitted Liens; (p) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value (except as provided in Section 6.1(f)); (q) except for intercompany transactions in the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, or otherwise dispose of any of its properties or assets; (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employees, or enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Paypay, loan or advance any amount to, or sell, transfer or lease any properties or of its assets to, or enter into any agreement or arrange arrangement with, the Contributors or any of its employees, officers or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding their affiliates (other than the rates of compensation currently in effectCompanies); (ir) Issueenter into or agree upon any settlement or compromise of pending Litigation (other than immaterial litigation in respect of which there shall be no impact to the Partnership); (s) incur any capital expenditure in excess of $25,000,000 (or $5,000,000 in the case of CGSC and its Subsidiaries), other than reasonable capital expenditures in connection with any emergency or grant force majeure events or as provided in the Capital Budget; (t) acquire, commence or conduct any options activity or business that may generate income for federal income tax purposes that may not be “qualifying income,” within the meaning of Section 7704(d) of the Code, except to the extent such activity or business is being conducted on the date of this Agreement; (u) except as contemplated in Sections 5.2(d) and 5.2(e) or as may be required to perform the Contributors’ obligations under this Agreement, make any application, filing or other request for approval from any Governmental Authority with respect to the issuance ofany new rates, any shares services, terms and conditions of its capital stock, service or purchase shares construction of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsfacilities; or (lv) Agreecommit or agree, whether in writing or otherwise, to do any of the foregoing.

Certain Changes. The Seller shall not, without Without the prior written consent of PurchaserBuyer (which shall not be unreasonably withheld or delayed), with respect to the IGC-Advanced Superconductor Division, the IGC-Advanced Superconductor Division Assets or the Business, Seller will not: (ai) Except in the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (b) Pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreement; (c) Prepay any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; (d) Permit or allow any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any material claims or rights or rights, sell, transfer, or otherwise dispose of any of its properties or assets; , amend or terminate any Designated Contract listed in Section 3.9 of the Disclosure Schedule, submit the IGC-Advanced Superconductor Assets to any Lien (f) Grant any increase in the compensation of officers or employees, institute or amend any sales compensation plan, severance plan or other arrangement for its officers or employeesthan a Permitted Lien), or enter into any plan new agreement which would be required to be disclosed on the Disclosure Schedule, except in the Ordinary Course of Business or agreement with respect theretoas described in Section 5.8 of the Disclosure Schedule; (gii) Make except for any contracts, purchase or sale orders, or other commitments relating to (A) remediation or partial remediation of the Locations in accordance with the Remediation Standard Regulations, Sections 22a-133k and 22a-133Q of the Regulations of Connecticut State Agencies (RCSA) to facilitate transfer of the Advance Superconductor Division Assets and the Business in accordance with the Connecticut Hazardous Waste Establishment Transfer Act, Conn. Gen. Stat. ss. 22a-134a et seq. and (B) repair of the bathroom facilities (including addressing the improper exhausting thereof) at the Location, enter into or agree to enter into any contract, or make or agree upon any contract, purchase or sale order, or other commitment requiring a capital expenditures expenditure in excess of $50,000 or commitments for additions more in the case of any one contract, order or commitment of $100,000 or more in the aggregate as to all such contracts, orders or replacement of property, plant, equipment or intangible capital assetscommitments; (hiii) Pay, loan enter into or advance agree to enter into any amount tocontract, or sellmake or agree upon any contract, transfer purchase or lease any properties or assets tosale order, or enter into agreement other commitment in excess of (x) $100,000, if the IGC-Advanced Superconductor Division is the seller of goods or arrange with, any provider of its employees, officers or directors or any affiliate thereofservices, except for directors fees sales of goods and compensation services in the Ordinary Course of Business on customary terms and conditions, or (y) $100,000, if the IGC-Advanced Superconductor Division is the purchaser of goods or services, except for contracts and sale orders in respect of which bids or proposals have been submitted by the IGC-Advanced Superconductor Division prior to employees, officers or directors at rates not exceeding the rates of compensation currently in effectdate hereof; (iiv) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, enter into or agree to purchase enter into any lease or make any equity investment in, any other entity, corporate similar arrangement having a duration of one year or otherwisemore which requires payments in excess of $100,000 per month or as described in Section 5.8 of the Disclosure Schedule; (jv) Declarechange, set aside in any material respect, any representations or pay any dividend on, or other distribution of any assets of any kind whatsoever warranties made with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectlymarketing methods in connection with, any shares of the capital stock of the Companyproducts; (kvi) Amend enter into any customer supply contracts with terms expiring more than 12 months after the Seller's Certificate of Incorporation or By-Laws; orClosing Date; (lvii) Agreedispose of or license any IGC-Advanced Superconductor Copyright, IGC-Advanced Superconductor Patent, IGC-Advanced Superconductor Xxxx or any of the IGC-Advanced Superconductor Intellectual Property; (viii) increase in any material respect the compensation or fringe benefits of any of its officers or management employees (other than increases in accordance with its customary compensation practices); (ix) agree, whether in writing or otherwise, to do any of the foregoing; except for actions required to be taken pursuant to the terms of existing agreements or by law; or (x) initiate any litigation or arbitral process related to the IGC-Advanced Superconductor Division, the IGC-Advanced Superconductor Division Assets or the Business.

Certain Changes. The Seller shall notExcept as expressly may be permitted hereunder, or set forth in the schedules attached hereto, the Company covenants that, from the date hereof until the Closing Date, without first obtaining the prior written consent of Purchaserthe Shareholder, the Parent will not: (ai) Except make any material change in the conduct of its business or operations; (ii) engage in any activity or transaction outside the ordinary course of business, borrow or agree to borrow any funds or incur, or assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent); (biii) Payterminate, discharge amend, modify or satisfy change any claimScheduled Contract, liability Lease or obligation agreement required to be disclosed pursuant to this Agreement; (absoluteiv) declare, accruedset aside or pay any dividends, contingent or otherwise)make any distributions, in respect to its equity securities, or repurchase, redeem or otherwise acquire any such securities; (v) merge into or with or consolidate with any other than person or acquire all or substantially all of the payment, discharge business or satisfaction assets of any other Person; (vi) make any change in its articles of incorporation or bylaws or equivalent governing instruments; (vii) purchase any securities of any Person; (viii) increase or decrease the indebtedness of the Parent or its Subsidiaries except for indebtedness incurred in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or thereafter incurred in accordance with this Agreementprior practices; (cix) Prepay any obligation having a fixed maturity of more other than 90 days from the date such obligation was issued pursuant to existing contracts or incurred; (d) Permit or allow any of its property or assets (realcommitments, personal or mixed, tangible or intangible) to be subjected to any lien; (e) Cancel any debts or waive any claims or rights or sell, transfer, lease or otherwise dispose of any of its properties or assetsthe Property, other than in the ordinary and usual course of business; (fx) Grant grant any increase in compensation or pay or agree to pay or accrue any bonus or like benefit to or for the compensation benefit of officers or employeesany director, institute or amend any sales compensation planofficer, severance plan employee or other arrangement for its officers Person; (xi) file any motion, order, brief, settlement offer or employees, or other papers in any proceedings; (xii) enter into any plan or agreement with respect thereto; (g) Make any capital expenditures or commitments for additions to or replacement of property, plant, equipment or intangible capital assets; (h) Pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into single agreement or arrange with, agreements of similar nature with the same party or its affiliates other than in the ordinary course of business or which involves capital expenditure of $200,000 for any of its employees, officers one transaction or directors or any affiliate thereof, except for directors fees and compensation to employees, officers or directors at rates not exceeding $500,000 in the rates of compensation currently in effect; (i) Issue, or grant any options with respect to the issuance of, any shares of its capital stock, or purchase shares of capital stock or make any equity investment in, or agree to purchase or make any equity investment in, any other entity, corporate or otherwise; (j) Declare, set aside or pay any dividend on, or other distribution of any assets of any kind whatsoever with respect to, any shares of the capital stock of the Company, or redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company; (k) Amend the Seller's Certificate of Incorporation or By-Lawsaggregate; or (l) Agree, whether in writing or otherwise, to do any of the foregoing.