Common use of Certain Covenants and Agreements Clause in Contracts

Certain Covenants and Agreements. Section 5.1. Conduct of Business by Stepxx. Xxom August 31, 1998 to the Closing Date, Stepxx xxxl, except as required in connection with the transactions contemplated by this Agreement and except as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to in writing by Purchaser: (a) Carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment, except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1; (b) Exercise reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxx, xx keep the officers and employees of Stepxx xxxilable to Purchaser and to preserve the relationships of Stepxx xxxh customers, suppliers and others having business relations with Stepxx; (c) Not (i) sell any of the material assets or properties of Stepxx xxxer than sales in the ordinary course of business consistent with past practice; (ii) acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of stock or assets, any business or entity; (iii) create, incur or assume any indebtedness other than short-term indebtedness incurred in the ordinary course of business under existing lines of credit; (iv) grant, create, incur, or suffer to exist any Liens, (v) make any loans or advances to any other person, except in the ordinary course of business and consistent with past practice, or (vi) make any capital expenditure in excess of $50,000 in the case of any single expenditure or $100,000 in the case of all capital expenditures; (d) Other than in the ordinary course of business and consistent with past practices, not enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers, directors or key employees of Stepxx xxx granx xx agree to grant (either in writing or verbally) any increase in the compensation of officers, directors or employees, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment; (e) Use its reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by Stepxx; (f) Use its reasonable efforts to continue to collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course of business and consistent with past practices; (g) Use its reasonable efforts to maintain the supplies and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx; (h) Prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by Stepxx, xxd allow Purchaser, at its request, to review all such returns, reports, filings and amendments at Stepxx'x offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; (i) Not amend any Stepxx Xxxefit Plan, nor commit to make any amendment to any Stepxx Xxxefit Plan or commit to continue any Stepxx Benefit Plan or adopt any new Stepxx Xxxefit Plan for the benefit of any employees; (j) Neither change nor amend its Articles of Incorporation or Bylaws.

Certain Covenants and Agreements. Section 5.1. 5.1 Conduct of Business by Stepxx. Xxom August 31, 1998 prior to the Closing Date, Stepxx xxxl, except as required in connection with . Seller agrees that except: (i) for the consummation of the transactions contemplated by this Agreement and except Agreement, (ii) as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to approved by Buyer in writing by Purchaser(which approval shall not be unreasonably withheld, conditioned or delayed), or (iii) as set forth on Schedule 5.1, from the date of this Agreement through the Closing Date: (a) Carry on its business Seller will, and will cause the Rangeland Entities to, operate the COLT Business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment, except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1will preserve intact their relationships with their customers, suppliers, distributors, Subject Employees and other Persons having commercially beneficial relationships with any of the Rangeland Entities in good faith and in the ordinary course of business; (b) Exercise reasonable efforts to preserve intact the corporate existence, goodwill The Assets will be maintained in a state of repair and business organization of Stepxx, xx keep the officers and employees of Stepxx xxxilable to Purchaser condition in a manner and to preserve the relationships of Stepxx xxxh customers, suppliers and others having business relations a standard at least consistent with Stepxxpast practice; (c) Not No change will be made in the Organizational Documents of any of the Rangeland Entities; (d) The Rangeland Entities will not issue any equity interests in any of the Rangeland Entities; nor will any option, warrant, call, right, commitment, conversion right, right of first refusal, or agreement of any character be granted or made by Seller or any of the Rangeland Entities relating to the authorized or issued equity interests in any of the Rangeland Entities; nor will Seller or any of the Rangeland Entities issue, grant or sell any securities or obligations convertible into equity interests in any of the Rangeland Entities; nor will Seller or any of the Rangeland Entities declare, set aside, make or pay any dividend or other distribution in respect of any equity interests in any of the Rangeland Entities; (e) None of the Rangeland Entities will (i) sell issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any of the material assets or properties of Stepxx xxxer than sales Indebtedness, except for trade payables in the ordinary course of business consistent with past practice; , or (ii) acquire make any loans, advances or enter into any agreement to acquirecapital contributions to, by merger, consolidation or the purchase of stock or assetsinvestments in, any business or entity; (iii) createother Person, incur or assume any indebtedness other than short-term indebtedness incurred except for trade receivables arising in the ordinary course of business under existing lines and capital contributions made by any Rangeland Entity to another Rangeland Entity; (f) None of credit; Seller, Affiliates of Seller or the Rangeland Entities will (ivi) grant, create, incur, increase the compensation payable or suffer to exist any Liens, (v) make any loans or advances become payable to any other person, Subject Employee except in the ordinary course of business and as part of regular annual reviews consistent with Seller’s past practice, or increase any bonus plan or other employee benefit plan, (ii) establish, enter into, adopt or amend any Rangeland Benefit Plan, (iii) terminate the employment of any Subject Employee other than for “cause” (as reasonably determined by Seller consistent with past practice), (iv) commit itself to any additional pension, profit-sharing, bonus, incentive, deferred compensation, equity interest purchase, equity interest option, equity interests appreciation right, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment or consulting agreement with or for the benefit of any current or former employee, officer, director, independent contractor or consultant, (v) loan or advance any money or other property to any current or former employee, officer, director, independent contractor or consultant, or (vi) enter into any collective bargaining agreement or other contract with respect to a Subject Employee or the Rangeland Entities; (g) None of Seller nor the Rangeland Entities will sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, or create or xxxxx x Xxxx, other than a Permitted Lien, upon any of the Assets, except sales of equipment that is no longer necessary in the operation of the COLT Business or for which replacement equipment has been obtained; (h) Except in connection with the Required Capital Projects, as required by the provisions of any Material Contract, required by applicable Law, or required to address any emergency involving human health or safety or damage to property, none of the Rangeland Entities will make any capital expenditure expenditure, capital addition or capital improvement in excess of an amount exceeding $50,000 in the case of 500,000 for any single expenditure project, whether individually or $100,000 in the case a series of all capital related expenditures; (di) Other None of the Rangeland Entities will settle, cancel, compromise, release or provide a waiver with respect to any claim, action or proceeding existing on or commenced after the date of this Agreement and involving more than $500,000 in the aggregate; (j) None of the Rangeland Entities will merge or consolidate with, or acquire any or all of the securities or assets of, any other Person; (k) None of the Rangeland Entities will (i) make any amendment to any Material Contract or waive any rights or provisions thereunder, (ii) other than the entry into of any Capacity Contract as permitted by this Agreement, enter into any contract or agreement which, if entered into as of the date of this Agreement, would be considered a Material Contract or (iii) terminate or assign any Material Contract (other than any Material Contract with a Related Person that Seller terminates prior to Closing in accordance with Section 5.7); (l) None of the Rangeland Entities will (i) change any method of accounting or accounting practice used by it, except for any change required by GAAP or (ii) make, change or revoke any material Tax election, file any material amended Tax Return, settle or compromise any claim or assessment in respect of a material amount of Taxes, surrender or forfeit any right to claim a material Tax refund, or consent to any extension or waiver of the limitation period applicable to any Tax Return or any claim or assessment in respect of a material amount of Taxes; (m) None of the Rangeland Entities will fail to maintain insurance coverage substantially equivalent to its existing insurance coverage of the Assets as in effect on the date of this Agreement unless such insurance coverage is not available on commercially reasonable terms; (n) None any of the Rangeland Entities will, except for transfers of cash pursuant to normal cash management practices in the ordinary course of business and consistent with past practicespractice, not make any investments in or loans to, or pay any fees or expenses to, or enter into, into or modify or extend in any manner the terms of Contract with any employment, severance or similar agreements with officers, directors or key employees of Stepxx xxx granx xx agree to grant (either in writing or verbally) any increase in the compensation of officers, directors or employees, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitmentRelated Persons; (eo) Use None of the Rangeland Entities will change or modify its reasonable efforts credit collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to maintain in full force and effect and in the same amounts policies pay or delay payment of insurance comparable in amount and scope of coverage to that now maintained by Stepxx;payables or other liabilities; and (fp) Use its reasonable efforts to continue to collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course None of business and consistent Seller (with past practices; (g) Use its reasonable efforts to maintain the supplies and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx; (h) Prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by Stepxx, xxd allow Purchaser, at its request, to review all such returns, reports, filings and amendments at Stepxx'x offices prior respect to the filing thereof, which review shall not interfere with COLT Business or any of the timely filing Rangeland Entities) nor the Rangeland Entities will agree to do any of such returns; (i) Not amend any Stepxx Xxxefit Plan, nor commit to make any amendment to any Stepxx Xxxefit Plan or commit to continue any Stepxx Benefit Plan or adopt any new Stepxx Xxxefit Plan for the benefit of any employees; (j) Neither change nor amend its Articles of Incorporation or Bylawsforegoing.

Certain Covenants and Agreements. Section 5.1. 6.1 Conduct of Business by Stepxx. Xxom August 31, 1998 Prior to the Closing Date. Except as set forth on Schedule 6.1, Stepxx xxxlSeller agrees that, except as required in connection with between the transactions contemplated by this Agreement date hereof and except as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to in writing by Purchaserthe Closing Date: (a) Carry on its business Except as contemplated by this Agreement or permitted by prior written consent of Buyer, Seller shall operate the Business only in the ordinary and regular course in substantially the same manner as heretofore conducted Ordinary Course of Business consistent with Good Utility Practice and not engage in any new line of business or enter into any agreement, transaction or activity or fail to make any commitment, except those Transmission Capital Expenditures required in accordance with Good Utility Practice in the ordinary and regular course Ordinary Course of business and not otherwise prohibited under this Section 5.1;Business. (b) Exercise reasonable efforts Seller shall not become a party to preserve intact any contract or otherwise permit the corporate existence, goodwill and business organization of Stepxx, xx keep the officers and employees of Stepxx xxxilable Purchased Assets to Purchaser and become subject to preserve the relationships of Stepxx xxxh customers, suppliers and others having business relations with Stepxx;any commitment to be included within any independent transmission company other than Buyer. (c) Not Seller shall discuss with Buyer any material filing (ior amendment thereto) sell to be made by Seller with any of federal or state regulatory agency relating to the material assets or properties of Stepxx xxxer than sales in the ordinary course of business consistent with past practice; (ii) acquire or enter into any agreement to acquire, by merger, consolidation Purchased Assets or the purchase of stock or assets, any business or entity; (iii) create, incur or assume any indebtedness other than short-term indebtedness incurred in the ordinary course of business under existing lines of credit; (iv) grant, create, incur, or suffer to exist any Liens, (v) make any loans or advances to any other person, except in the ordinary course of business and consistent with past practice, or (vi) make any capital expenditure in excess of $50,000 in the case of any single expenditure or $100,000 in the case of all capital expenditures;Business. (d) Other than Seller shall not, without the consent of Buyer unless required by the ICC, the FERC, or other regulatory body or any regional transmission organization or independent system operator (in the ordinary course of business and consistent with past practices, not enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers, directors or key employees of Stepxx xxx granx xx agree latter case subject to grant (either in writing or verbally) any increase in the compensation of officers, directors or employees, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment; (e) Use its reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by Stepxx; (f) Use its reasonable efforts to continue to collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course of business and consistent with past practices; (g) Use its reasonable efforts to maintain the supplies and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx; (h) Prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by Stepxx, xxd allow Purchaser, at its request, to review all such returns, reports, filings and amendments at Stepxx'x offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns;Section 3.11): (i) Not amend place any Stepxx Xxxefit Plan, nor commit to make Encumbrance (other than a Permitted Encumbrance) on any amendment to any Stepxx Xxxefit Plan or commit to continue any Stepxx Benefit Plan or adopt any new Stepxx Xxxefit Plan for of the benefit of any employeesPurchased Assets; (jii) Neither change nor sell, transfer, license, lease to others or otherwise dispose of any of the Purchased Assets (except for inventory sales or returns to vendors in the Ordinary Course of Business and items which are replaced by items of substantially similar usefulness) or cancel, waive, release or otherwise compromise any material claim or any material right of value relating to the Purchased Assets; (iii) institute any litigation, action or proceeding before any court, governmental body or arbitration tribunal for which Buyer could be liable or which could otherwise materially and adversely affect the Business; (iv) amend its Articles or terminate in any material respect or waive any material right under any of Incorporation the Contracts; (v) acquire or Bylawsagree to acquire any assets that are material, individually or in the aggregate, to be included in the Purchased Assets, except purchases of equipment or spare parts in the Ordinary Course of Business; (vi) settle any contingent liabilities with respect to the Purchased Assets for which Buyer could be liable; or (vii) enter into any contract, agreement or understanding with PJM or any other RTO, without Buyer's consent, which shall not be unreasonably withheld.

Certain Covenants and Agreements. Section 5.1. Conduct of Business by Stepxxthe Seller. Xxom August 31, 1998 From the date hereof to the Closing Date, Stepxx xxxlthe Seller will, except as required in connection with the transactions contemplated by this Agreement and except as otherwise disclosed in Stepxx'x Xxxclosure the Seller's Disclosure Letter or consented to in writing by Purchaser: (a) Carry on its business the Business in the ordinary and regular course in substantially the same manner as heretofore conducted and and, with respect to the Business, not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment, except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1; (b) Exercise reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxxthe Business, xx to keep the officers and employees of Stepxx xxxilable the Business available to Purchaser and to preserve the relationships of Stepxx xxxh the Business with customers, suppliers and others having business relations with Stepxxthe Business; (c) Not (i) sell any of the material assets or properties of Stepxx xxxer Purchased Assets other than sales of Purchased Assets in the ordinary course of business consistent with past practice; , (ii) acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of stock or assets, any business or entity; (iii) create, incur or assume any indebtedness other than short-term indebtedness incurred in secured by the ordinary course of business under existing lines of credit; Purchased Assets, (iviii) grant, create, incur, or suffer to exist any Liens, (v) make any loans liens or advances to any encumbrances on the Purchased Assets which did not exist on the date hereof other person, except in the ordinary course of business and consistent with past practice, than Permitted Liens or (viiv) make any capital expenditure involving the Business in excess of $50,000 5,000.00 in the case of any single expenditure or $100,000 10,000.00 in the case of all capital expenditures; (d) Other than in the ordinary course of business and consistent with past practices, not enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with officers, directors or key employees of Stepxx xxx granx xx associated with the Business nor grant or agree to grant (either in writing or verbally) any increase in the compensation of officers, directors or employeesemployees involved in the Business, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment; (e) Perform in all material respects all of its obligations under all Seller Material Contracts, (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be a Seller Material Contract; (f) Not distribute any Purchased Assets, including dividends to any employee, consultant, contractor or shareholder. (g) Use its reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by StepxxSeller with respect to the Business and the Purchased Assets; (fh) Use its reasonable efforts to continue to collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course of business and consistent with past practices; (gi) Use its reasonable efforts to maintain the supplies and inventory maintained by Stepxx xx the Business at levels which are consistent with the past practices of Stepxxthe Business; (hj) Prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by StepxxSeller, xxd and allow Purchaser, at its request, to review all such returns, reports, filings and amendments at Stepxx'x the Seller's offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; (ik) Not amend any Stepxx Xxxefit Plan, nor commit to make any amendment to any Stepxx Xxxefit Plan or commit Use its reasonable efforts to continue to maintain and service the Purchased Assets used in the conduct of the Business in the same manner as has been its consistent past practice. In connection with the continued operation of the Business between the date of this Agreement and the Closing Date, Seller shall at Purchaser's request confer in good faith on a regular and frequent basis with one or more designated representatives of Purchaser with respect to material matters affecting or impacting the operations of the Business and to consult in general with respect to the ongoing operations of the Business. Seller acknowledges that Purchaser does not and will not waive any Stepxx Benefit Plan rights they may have under this Agreement as a result of such consultations nor shall Purchaser be responsible for any decisions made by the officers, directors or adopt any new Stepxx Xxxefit Plan for shareholders of Seller with respect to matters which are the benefit subject of any employees; (j) Neither change nor amend its Articles of Incorporation or Bylawssuch consultation.

Certain Covenants and Agreements. Section 5.1. 7.1 Conduct of Business by Stepxx. Xxom August 31, 1998 Prior to the Closing Date (a) enter into, Stepxx xxxlextend or amend any Material Contract unless (i) such Material Contract is entered into, extended or amended in the Ordinary Course of Business or (ii) if such Material Contracts is with a supplier, unless such Material Contract is terminable by a Seller Party or Company with no more than 90 days’ prior written notice; (b) commit a material breach of, terminate or give notice to terminate any Material Contract; (c) amend or restate the Governing Documents of any Company; (d) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, reorganization, recapitalization or other material reorganization of any Company; (e) issue, sell, transfer, pledge, dispose of or encumber any shares, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares or other equity interests in the Companies; (f) declare, set aside or pay any dividend or other distribution payable in each case in stock, equity interests or property with respect to any shares or equity interests in the Companies, it being specified, for the avoidance of doubt, that distribution payable in cash shall be permitted; (g) redeem, purchase or otherwise acquire directly or indirectly any of the shares or other equity interests in the Companies; (h) make or commit to make any capital expenditure or capital additions or improvements in an amount in excess of EUR 250,000; (i) (i) increase the compensation or benefits of any Business Employee or Offer Employee, except as required under any existing employment and services agreement, under Law and except for annual increases for an amount not exceeding 3% (including employer’s social security contributions or other payroll taxes) in connection the aggregate; (ii) enter into (or adopt) any new, or amend any existing, Seller Employee Program (as applicable to Business Employees) and/or Assumed Employee Program, except (A) as required by Law or pursuant to its terms or to maintain the tax-qualified status of any Seller Benefit Plan, or (B) in a manner that would not reasonably be expected to cause Purchaser or its Affiliates (including the Companies on and after the Closing) to incur any expense or incremental costs in excess of EUR 100,000, including pursuant to any obligation to continue the terms and conditions of employment of any Business Employee or Offer Employee; (iii) make any bonus, commission or incentive or equity compensation payment, other than as accrued as of the Put Option Date under or as is required by the terms of an existing compensation and benefit plan or employment and services agreement to any Business Employee or Offer Employee; (iv) promote (with corresponding increase in salary) or hire any employee to a position whose annual base salary and target bonus exceeds EUR 150,000, or undertake the hiring of employees (for a term exceeding six months) that in the aggregate bring the total number of employees to more than 4,800 employees, in each case who perform services to the Business; or (v) terminate the employment of any Business Employee or Offer Employee whose annual base salary and target bonus exceeds EUR 150,000 or terminate Business Employees or Offer Employees whose annual base salaries and target bonuses in the aggregate exceed EUR 500,000, other than for serious cause; (j) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a material portion of the assets of, or by any other manner acquire any business or any Person or division thereof; (k) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any material assets or property except, with respect to any assets other than Intellectual Property, pursuant to existing Contracts or commitments or with respect to the sale of products or services of the Seller Parties or Companies in the Ordinary Course of Business; (l) incur or assume any long-term or short-term debt or issue any debt securities; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person in an aggregate amount in excess of EUR 400,000; make or cancel, or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other Person; pledge or otherwise encumber any shares or other equity interests of the Companies; or mortgage or pledge any of their tangible or intangible assets or properties; (m) pay, discharge or satisfy any claims, suits, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities and obligations in the Ordinary Course of Business; (n) change the Accounting Principles except for any change required by reason of a concurrent change in IFRS; (o) make or change any Tax election or Tax accounting method, settle any Tax audit, file any amended Tax Return or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies; (p) enter into any Contract to the extent consummation of the transactions contemplated by this Agreement and except as otherwise disclosed would reasonably be expected to conflict with, or result in Stepxx'x Xxxclosure Letter a material violation or consented material breach of, or material default (with or without notice, lapse of time or both) under, or give rise to in writing by Purchaser: (a) Carry on its business a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the ordinary and regular course creation of any Encumbrance (other than a Permitted Encumbrance) in substantially the same manner as heretofore conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment, except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1; (b) Exercise reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxx, xx keep the officers and employees of Stepxx xxxilable to Purchaser and to preserve the relationships of Stepxx xxxh customers, suppliers and others having business relations with Stepxx; (c) Not (i) sell upon any of the material properties or other material assets of the Companies under, or properties give rise to any material increased, additional, accelerated, or guaranteed right or entitlements of Stepxx xxxer any third party under, or result in any material alteration of, any provision of such Contract; (q) take any action that can be reasonably expected to prevent the consummation of the transactions contemplated hereby or by the Ancillary Agreements; (r) assign, grant an Encumbrance on, grant a license, release, immunity or a covenant not to xxx under or in respect of any Company Intellectual Property (other than sales the grant of non-exclusive licenses to customers of the Business in the ordinary course Ordinary Course of business Business, to the extent such licenses are necessary for the respective customer’s use of products of the Business or receipt of services of the Business and subject to terms and conditions (including as to confidentiality) that are consistent with past practice; (ii) acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of stock or assets, any business or entity; (iii) create, incur or assume any indebtedness other than short-term indebtedness incurred in the ordinary course of business under existing lines of credit; (iv) grant, create, incur, or suffer to exist any Liens, (v) make any loans or advances to any other person, except in the ordinary course of business and consistent with past practice, or (vi) make any capital expenditure in excess of $50,000 in the case of any single expenditure or $100,000 in the case of all capital expenditures); (ds) Other than in the ordinary course of business and consistent with past practicescancel, not enter intofail to renew, modify or extend in any manner the terms of any employment, severance or similar agreements with officers, directors or key employees of Stepxx xxx granx xx agree to grant (either in writing or verbally) any increase in the compensation of officers, directors or employees, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment; (e) Use its reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by Stepxx; (f) Use its reasonable efforts fail to continue to collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course of business and consistent with past practices; prosecute, fail to protect or defend, abandon or allow to lapse any Company Intellectual Property; or (gt) Use its reasonable efforts to maintain the supplies and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx; (h) Prepare and file all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by Stepxx, xxd allow Purchaser, at its request, to review all such returns, reports, filings and amendments at Stepxx'x offices prior to the filing thereof, which review shall not interfere with the timely filing of such returns; (i) Not amend any Stepxx Xxxefit Plan, nor commit to make any amendment to any Stepxx Xxxefit Plan agree or commit to continue do any Stepxx Benefit Plan or adopt any new Stepxx Xxxefit Plan for of the benefit of any employees; (j) Neither change nor amend its Articles of Incorporation or Bylawsforegoing.