Common use of Certain Covenants and Agreements Clause in Contracts

Certain Covenants and Agreements. (a) Conduct of the Company's Business. Seller will, from the date hereof up to and including the Closing Date, cause the Company to (i) conduct business only in the ordinary course; (ii) maintain in full force and effect the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially the same coverage, copies of which will be made available to Buyer), (iii) take all necessary and prudent action to preserve the assets and properties, wherever located, which are material to the business of the Company; (iv) maintain its books and records in accordance with GAAP and in the manner consistent with past practices and promptly advise Buyer in writing of any adverse change in the condition (financial or otherwise) of the assets, liabilities, earnings or business of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in the authorized or outstanding capital stock of the Company or otherwise change its capitalization; and (vii) use its best efforts to preserve the business organization of the Company intact, to continue its operations at its present levels, to keep available to Buyer the services of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policies. (b) Access to the Company's Business. From the date hereof until the Closing Date, Seller shall, and shall cause Company Personnel to, afford Buyer and its attorneys, consultants, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable times, to all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors of the Company in order to permit the Buyer to conduct its due diligence investigation of the Company. Such investigation shall include, among other things, the receipt of relevant financial information, the review of any relevant contractual obligations of the Company, the

Certain Covenants and Agreements. (a) Conduct CONDUCT OF THE COMPANY'S BUSINESS. From the date hereof up to and including the Closing Date, without the prior written consent of Buyer, neither Sellers nor the Company's BusinessCompany shall take any action which shall have a Material Adverse Effect. Without limiting the foregoing, each Seller will, from the date hereof up to and including the Closing Date, cause the Company to to, and the Company shall, (i) conduct business only in the ordinary coursecourse consistent with past practice; (ii) maintain in full force and effect the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially of the same coverage, copies of which will be made available to Buyer), Company; (iii) take all necessary and prudent action (consistent with past practice) to preserve the assets and properties, wherever located, which are material to the business of the Company; (iv) maintain its books and records in accordance with GAAP and in the manner consistent with past practices and promptly advise Buyer in writing of any adverse change in the event or condition that would have a Material Adverse Effect; (financial or otherwisev) provide that all compensation and other benefits payable to employees of the assets, liabilities, earnings or business Company will continue to be paid consistent with normal practices of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in the authorized or outstanding capital stock of the Company or otherwise change its capitalization; and (vii) use its best commercially reasonable efforts to preserve the business organization of the Company intact, and to continue its operations at its present levels, to keep available to Buyer the services of the Company Personnel (vii) take all necessary and prudent action (consistent with past practice) to preserve the goodwill of those suppliers, customers, creditors customers and others having business relations with the CompanyCompany and retain the services of its employees, agents and contractors; (viii) replenish the inventories of the Company in the ordinary course of business and consistent with prior practice; and refrain from (ix) not take, or agree to take, any significant organizational action that would make any representation or personnel changes with warranty of Sellers contained herein untrue, incorrect, or misleading in any material respect thereto. If (or, if already qualified by materiality, in any respect) as of the Company's cash on hand is in excess of $350,000 date when made or at any time through Closing, then immediately prior to Closing, or that would cause any covenant by Sellers or the Company may dividend contained herein not to Seller an amount equal to the cash and investments held be fulfilled in any material respect (or, if already qualified by the Company at Closing materiality, in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policiesany respect). (b) Access to the Company's BusinessACCESS TO THE COMPANY'S BUSINESS. From the date hereof until the Closing DateDate and subject to the terms of the Confidentiality Agreement, dated June 12, 2002, between the Company and Buyer (the "Confidentiality Agreement"), each Seller and the Company shall, and shall cause Company Personnel to, afford Buyer and its attorneys, consultants, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable times, to all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors of the Company Company, including the Company's "highly confidential" customer and prospect lists and customer agreements, in order to permit the Buyer to conduct complete its due diligence investigation of the Company. Such investigation shall include, among other things, the receipt of relevant financial information, the review of any relevant contractual obligations of the Company, thethe conducting of discussions and meetings with Company Personnel and customers set forth on Schedule 4(y) ("Customers"). All Buyer's diligence, including access to Company Personnel and Customers will be coordinated only with and through the President of the Company, Xxxxxx Xxxxxxxx.

Certain Covenants and Agreements. (a) Conduct Pursuant to Section 19.3 of the Company's Business. Seller willFacility Lease, from the date hereof up to and including the Closing Date, cause the Company to Lessee has a Right of First Refusal (i) conduct business only as defined in the ordinary course; (iiFacility Lease) maintain in full force and effect with respect to the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially purchase of the Premises. Lessee hereby waives such Right of First Refusal as the same coverage, copies of which will be made available to Buyer), (iii) take all necessary and prudent action to preserve the assets and properties, wherever located, which are material applies to the business of the Company; (iv) maintain its books and records in accordance with GAAP and in the manner consistent with past practices and promptly advise Buyer in writing of any adverse change in the condition (financial transaction contemplated by this Agreement, but no further or otherwise) of the assets, liabilities, earnings or business of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in the authorized or outstanding capital stock of the Company or otherwise change its capitalization; and (vii) use its best efforts to preserve the business organization of the Company intact, to continue its operations at its present levels, to keep available to Buyer the services of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policies. (b) Access Within thirty (30) days after the Effective Date, each of Seller and Purchaser shall execute and file a notification and report form as and to the Company's Businessextent required under the HSR Act. From Seller and Purchaser will take all actions reasonably required to seek early termination of the date hereof until waiting period regarding these filings. Purchaser will pay the filing fees in connection with the filing of notification and report forms under the HSR Act. (c) Until the Closing, the payment of the Purchase Price and the execution and delivery of the Facility Lease Termination, the terms and provisions of the Facility Lease shall remain in full force and effect, subject to the provisions hereof, and Lessee shall continue to perform faithfully all of its obligations under the Facility Lease. (d) All press releases, public filings and other publicity concerning the transaction contemplated hereby will be subject to review and approval by Seller, Purchaser and Lessee, such approval not to be unreasonably withheld or delayed. Such approval shall not be required if the person issuing any such publicity reasonably believes it to be necessary for compliance with requirements of law, but such person shall provide the other parties with reasonable notice and an opportunity to review the same before release to the extent practicable. Seller, Purchaser and Lessee hereby agree to keep the terms and conditions of this Agreement confidential except to the extent that disclosure is required by law; provided, however, that the parties may disclose this Agreement to their respective lenders, the professional advisors and consultants who are advising them or providing necessary professional services in connection with the transactions contemplated hereby, Escrow Agent, the Title Company and any governmental authorities or other third parties as may be necessary in order to obtain the Iasis Credit Facility Consent and any required consent of GMAC pursuant to the GMAC Deed of Trust. (e) If by the deadline for Closing Seller is unable to convey title to the Premises, subject only to Permitted Exceptions, or any other Closing Condition in favor of Purchaser or Lessee that is reasonably susceptible of satisfaction within the thirty (30) day period described below remains unsatisfied, Purchaser shall so notify Seller on or prior to the Closing Date, and Seller shallmay (but shall not be obligated to) elect, by written notice to Purchaser and shall cause Company Personnel to, afford Buyer and its attorneys, consultants, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable timesLessee, to extend the Closing Date for a period not to exceed thirty (30) days. During such extended period of time, Seller shall use reasonable efforts to remove any Unauthorized Exceptions and the parties hereto shall use reasonable efforts to cause the unsatisfied Closing Condition(s) to be satisfied. At either the originally specified or any extended time for performance, Purchaser may in its sole discretion elect to waive any outstanding Unauthorized Exceptions and accept such title to the Premises as Seller then is able to convey (in which event Seller shall convey such title), or Purchaser and Lessee may in their sole discretion elect to waive any other unsatisfied Closing Conditions, all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors without adjustment of the Company in order to permit the Buyer to conduct its due diligence investigation of the Company. Such investigation shall include, among other things, the receipt of relevant financial information, the review of any relevant contractual obligations of the Company, thePurchase Price except as expressly set forth herein.

Certain Covenants and Agreements. Section 6.1 Conduct of Business by the Company. From the date hereof until the Closing Date or until this Agreement is terminated as provided in Article VIII, the Company shall, and the Sellers shall cause the Company to, except as required in connection with the transactions contemplated by this Agreement and except as otherwise consented to in writing by the Purchaser: (a) Conduct conduct its businesses in the ordinary course on a basis consistent with past practice and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment with respect to the Business or the properties and assets of the Company except those in the ordinary course of business and not otherwise prohibited under this Section 6.1; (b) use commercially reasonable efforts to preserve intact the goodwill and business organization of the Company's Business. Seller will, from keep the officers and employees of the Company available to the Purchaser and preserve the relationships and goodwill of the Company with customers, distributors, suppliers, employees and others having business relations with the Company; (c) maintain its existence and good standing in the State of California and in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Company Material Adverse Effect; (d) duly and timely file or cause to be filed all reports and returns required to be filed with any Court or Governmental Entity and promptly pay or cause to be paid when due all Taxes and other governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings; (e) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices and other structures located on the Real Property, and all equipment, fixtures and other tangible personal property located on the Real Property; (f) not authorize for issuance, issue and deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue or grant any right, option or other commitment for the issuance of shares of its capital stock or of such securities, or split, combine or reclassify any shares of its capital stock, other than issuance of shares of the Company Stock pursuant to the exercise of Company Options issued and outstanding on the date hereof up hereof; (g) not amend or modify its charter documents; (h) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any related parties other than the payment of salaries in the ordinary course of business under existing contracts and including the Closing Date, cause the Company to agreements; (i) conduct not create any subsidiary, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest in any business only or entity; (j) not dispose of or permit to lapse any rights to the use of any patent, trademark, trade name, service mark, xxcense or copyright of the Company, including, without limitation, any of the Intellectual Property, or dispose of or disclose to any Person (other than disclosure in the ordinary course; course of business or pursuant to existing license agreements or existing nondisclosure agreements), any trade secret, formula, process, technology or know-how of the Company not heretofore a matter of public knowledge; (k) not (i) sell any assets, other than finished goods sold in the ordinary course of business, (ii) create, incur or assume any indebtedness secured by the real or personal property of the Company, (iii) grant, create, incur or suffer to exist any Liens on the real or personal properties of the Company which did not exist on the date hereof, (iv) incur any liability or obligation (absolute, accrued or contingent) except in the ordinary course of business consistent with past practice, (v) write-off any guaranteed checks, notes or accounts receivable except in the ordinary course of business consistent with past practice, (vi) write-down the value of any asset or investment on the books or records of the Company, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (vii) cancel any debt or waive any claims or rights, (viii) make any commitment for any capital expenditure in excess of $10,000 individually or in excess of $100,000 in the aggregate or (ix) enter into any material contract or agreement outside the ordinary course of business involving payments by the Company greater than $100,000 individually or in the aggregate without the prior written consent of the Purchaser; (l) not increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its current or former employees, directors or consultants; (m) not adopt, amend or terminate any Company Benefit Plan or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (n) not amend any existing employment, severance, consulting, or other compensation agreement or enter into any new employment, severance, consulting or other compensation agreement; (o) maintain supplies and inventory at levels that are in the ordinary course of business and consistent with past practice; (p) continue to extend customers credit, collect accounts receivable and pay accounts payable and similar obligations in the ordinary course of business consistent with past practice; (q) perform all of its obligations under all, and not default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a default under any Company Contract (except those being contested in good faith) and not assume or amend any contract or commitment that is or would be a Company Contract; (r) not pay, discharge or satisfy any claim, liability or obligation (absolute, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of claims, liabilities and obligations reflected or reserved against in the unaudited balance sheet of the Company at March 31, 2001, or incurred in the ordinary course of business consistent with past practice; (s) not increase any reserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practice and any adjustments required by subparagraph (u) below); (t) maintain in full force and effect the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially and in the same coverage, copies amounts policies of which will be made available insurance comparable in amount and scope of coverage to Buyer), (iii) take all necessary and prudent action to preserve the assets and properties, wherever located, which are material to the business that now maintained by or on behalf of the Company; ; (ivu) continue to maintain its books and records in accordance with GAAP consistently applied, and on a basis consistent with the Company's past practice; (v) continue its cash management practices in the manner ordinary course of business consistent with past practices and promptly advise Buyer in writing of practice; and (w) not authorize, or commit or agree to take, any adverse change in the condition (financial or otherwise) of the assets, liabilities, earnings or business of the Company; foregoing actions described in subparagraphs (a) through (v) notabove. In connection with the continued operation of the Business between the date hereof and the Closing Date or until this Agreement is terminated as provided in Article VIII, without Buyer's prior written consentthe Company will, engage and the Sellers will cause the Company to, confer in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in good faith on a regular and frequent basis with the authorized or outstanding capital stock Purchaser regarding operational matters and the general status of ongoing operations of the Company promptly and will notify the Purchaser of any event or otherwise change its capitalization; occurrence that has had or may reasonably be expected to have a Company Material Adverse Effect. The Company and (vii) use its best efforts to preserve the business organization Sellers acknowledge that the Purchaser does not and will not waive any rights it may have under this Agreement as a result of such consultations. Neither the Company intact, to continue its operations at its present levels, to keep available to Buyer nor the services of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policies. (b) Access to the Company's Business. From the date hereof until the Closing Date, Seller Sellers shall, and the Sellers shall not cause the Company Personnel to, afford Buyer and its attorneystake any action that would, consultantsor that could reasonably be expected to, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable times, to all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors result in any of the Company in order to permit the Buyer to conduct its due diligence investigation representations and warranties of the Company. Such investigation shall include, among other things, Sellers set forth in this Agreement becoming untrue to the receipt of relevant financial information, the review of extent that any relevant contractual obligations of the Company, thesuch representation or warranty becoming untrue would have a Company Material Adverse Effect.

Certain Covenants and Agreements. (a) Conduct of The Company hereby covenants to, and agrees with, the Company's Business. Seller will, from Lender that commencing on the date hereof up to and including continuing for as long as there is any outstanding balance on the Closing Date, cause the Company to Note: (i) conduct business only in The Company is, and shall continue to, diligently and expediently address the ordinary course; SEC’s comments with respect to the Prospectus and other SEC Documents. The Company shall promptly commence the Regulation A+ Offering upon its qualification by the SEC, and shall continue such Offering so long as any obligations remain owing to the Lender. Once qualified by the SEC, the Offering shall be continuing and remain qualified as originally declared by the SEC, and such Offering shall not be or be deemed to be non-qualified or the Offering halted, terminated or suspended by the Company or any other person or entity (including governmental authorities) and no determination regarding the non-qualification, halting, terminating or suspension of the Offering shall be pending or threatened. (ii) maintain in full force and effect the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially the same coverageThe Company’s Offering shall comply with all aspects of Regulation A+, copies of which will be made available to Buyer), (iii) take all necessary and prudent action to preserve the assets and properties, wherever located, which are material to the business of the Company; (iv) maintain its books and records in accordance with GAAP and in the manner consistent with past practices and promptly advise Buyer in writing of any adverse change in the condition (financial or otherwise) of the assets, liabilities, earnings or business of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in the authorized or outstanding capital stock of the Company or otherwise change its capitalization; and (vii) use its best efforts to preserve the business organization of the Company intact, to continue its operations at its present levels, to keep available to Buyer the services of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation file any amendments to maintain the Prospectus and any periodic reports required under Regulation A+ or pay premiums on such split life insurance policiesother laws applicable to the Company. (biii) Access The Company shall not suspend of terminate the Offering. (iv) The Company shall use the proceeds received hereunder in accordance with Section 2(b) hereof. (v) All shares offered and sold under the Offering shall be by the Company (as opposed to any shareholder) and all proceeds therefrom shall be deposited in the Company's Business. From the date hereof until the Closing Date, Seller shallEscrow Account, and disbursed by the Escrow Agent in accordance with the Escrow Direction Letter. The Company shall cause Company Personnel to, afford Buyer and its attorneys, consultants, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable times, to all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors not terminate or replace the Escrow Agent without the prior written consent of the Lender. The Company in order to permit shall not cause, directly or indirectly, the Buyer to conduct its due diligence investigation proceeds of the Company. Such investigation shall include, among other things, Escrow Account to be used in any manner inconsistent with the receipt of relevant financial information, the review of any relevant contractual obligations terms of the CompanyEscrow Direction Letter, theand the Company shall not provide the Escrow Agent any instructions inconsistent with the Escrow Direction Letter. (vi) Any default by the Company under this Agreement shall constitute an event of default under the Note and each other Transaction Document. Any default or event of default under the Note or each other Transaction Document shall constitute a default under this Agreement.

Certain Covenants and Agreements. Xxxxxxx and Seller covenant and agree with Buyer as follows: Seller does not own any item of Personal Property; however in the event it is determined that ownership of any item of Personal Property is vested in Seller, Xxxxxxx and Seller will cause such Personal Property to be transferred to Oregano’s Pizza Bistro, Inc. or its successor at the Closing or promptly thereafter if such ownership is discovered following the Closing. The foregoing obligation to transfer any Personal Property shall survive the Closing. (a) Conduct of the Company's Business. Seller will, from the date hereof up to and including the Closing Date, cause the Company to (i) conduct business only in the ordinary course; (ii) maintain in full force and effect the insurance policies set forth on Schedule 4(l)(v) (or policies providing substantially the same coverage, copies of which will be made available to Buyer), (iii) take all necessary and prudent action to preserve the assets and properties, wherever located, which are material to the business of the Company; (iv) maintain its books and records in accordance with GAAP and in the manner consistent with past practices and promptly advise Buyer in writing of any adverse change in the condition (financial or otherwise) of the assets, liabilities, earnings or business of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consent, make any change in the authorized or outstanding capital stock of the Company or otherwise change its capitalization; and (vii) use its best efforts to preserve the business organization of the Company intact, to continue its operations at its present levels, to keep available to Buyer the services of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policies. (b) Access to the Company's Business. From the date hereof of this Agreement until the Closing Date, Seller shallshall not and Xxxxxxx shall cause Seller not to execute any lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Contracts or the Permits in any respect without the prior approval of Buyer, which approval will not be unreasonably withheld, conditioned or delayed. From the date of this Agreement until the Closing Date, Seller shall and Xxxxxxx shall cause Seller to manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with sound property management practice, keep the Real Property and the Personal Property and every part therof in good repair and working order and sound condition (subject to normal wear and tear), comply with the Permits and all covenants, conditions, restrictions, and Legal Requirements applicable to the Real Property or the Personal Property, keep the Contracts and the Permits in force, promptly give Buyer copies of all notices received by Seller asserting any breach or default under the Contracts or any violation of the Permits or any covenants, conditions, restrictions, or Legal Requirements applicable to the Real Property or the Personal Property, and perform when due all of Seller’s obligations under the Contracts and the Permits and all Legal Requirements. From the date of this Agreement until the Closing Date, Seller shall and Xxxxxxx shall cause Seller to keep in force current property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property. (b) From the date of this Agreement until the Closing Date, Seller shall not and Xxxxxxx shall cause Seller not to use, produce, process, manufacture, generate, treat, handle, store or dispose of any Hazardous Substances in, on or under the Real Property (other than in the ordinary course of business), or use the Real Property for any such purposes, or Release any Hazardous Substances into any air, soil, surface water or groundwater comprising the Real Property, or permit any Person using or occupying the Real Property or any part thereof to do any of the foregoing, except for those Hazardous Substances that are being stored and handled either in de minimus quantities or in compliance with applicable Environmental Laws. From the date of this Agreement until the Closing Date, Seller shall and Xxxxxxx shall cause Seller to comply, and shall cause Company Personnel toall Persons using or occupying the Real Property or any part thereof to comply, afford in all material respects with all Environmental Laws applicable to the Real Property, or the use or occupancy thereof, or any operations or activities therein or thereon. From the date of this Agreement until the Closing Date, Seller shall and Xxxxxxx shall cause Seller to duly obtain all material certificates, permits, licenses and approvals required by all applicable Environmental Laws for the use and occupancy of, and all operations and activities in, the Real Property, and the Real Property shall comply in all material respects with all such material certificates, permits, licenses and approvals, and Seller shall keep all such certificates, permits, licenses and approvals in full force and effect. Immediately after Seller obtains any information of any Release or threatened Release of Hazardous Substances may have occurred in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or that any violation of any Environmental Laws may have occurred at the Real Property, Seller shall give written notice thereof to Buyer and its attorneyswith a reasonably detailed description of the event, consultants, accountants and authorized representatives occurrence or condition in question. Seller shall promptly furnish to Buyer copies of all written communications received by Seller from any person (including lenders notices, complaints, claims or citations that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred) or given by Seller to any Person concerning any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or any past or present violation of any Environmental Laws at the Real Property. (c) From the date of this Agreement until the Closing Date, Seller shall not and equity investors) full accessXxxxxxx shall cause Seller not in any manner to sell, upon reasonable notice during normal business hours and at other reasonable timesconvey, to all propertiesassign, bookstransfer, contracts, commitments, records, personnel, customers, lenders and advisors encumber or otherwise dispose of the Company in order to permit the Buyer to conduct its due diligence investigation of the Company. Such investigation shall include, among other thingsReal Property, the receipt of relevant financial informationPersonal Property, the review of Contracts or the Permits, or any relevant contractual obligations of the Company, thepart thereof or interest therein.

Certain Covenants and Agreements. (a) 5.1 Conduct of Business prior to the Company's BusinessClosing Date. Seller willagrees that except: (i) for the consummation of the transactions contemplated by this Agreement, (ii) as approved by Buyer in writing (which approval shall not be unreasonably withheld, conditioned or delayed), or (iii) as set forth on Schedule 5.1, from the date hereof up to and including of this Agreement through the Closing Date: (a) Seller will, and will cause the Company Rangeland Entities to, operate the COLT Business in the ordinary course of business and will 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) The Assets will be maintained in a state of repair and condition in a manner and to a standard at least consistent with past practice; (c) 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) conduct business only issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness, except for trade payables in the ordinary course; course of business consistent with past practice, or (ii) maintain make any loans, advances or capital contributions to, or investments in, any other Person, except for trade receivables arising in full force the ordinary course of business and effect capital contributions made by any Rangeland Entity to another Rangeland Entity; (f) None of Seller, Affiliates of Seller or the insurance policies set forth on Schedule 4(l)(vRangeland Entities will (i) increase the compensation payable or to become payable to any Subject Employee except in the ordinary course of business 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 policies providing substantially the same coverage, copies of which will be made available to Buyer)amend any Rangeland Benefit Plan, (iii) take all necessary and prudent action to preserve terminate the assets and propertiesemployment of any Subject Employee other than for “cause” (as reasonably determined by Seller consistent with past practice), wherever located, which are material to the business of the Company; (iv) maintain its books 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, capital addition or capital improvement in an amount exceeding $500,000 for any single project, whether individually or in a series of related expenditures; (i) 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 records 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 and 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 manner ordinary course of business consistent with past practices and promptly advise Buyer in writing of any adverse change in the condition (financial or otherwise) of the assets, liabilities, earnings or business of the Company; (v) not, without Buyer's prior written consent, engage in any action which would require disclosure under Section 4(g) hereto; (vi) not, without Buyer's prior written consentpractice, make any change investments in the authorized or outstanding capital stock loans to, or pay any fees or expenses to, or enter into or modify any Contract with any Related Persons; (o) None of the Company Rangeland Entities will change or otherwise change modify its capitalizationcredit collection or payment policies, procedures or practices, including acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other liabilities; and and (viip) use its best efforts None of Seller (with respect to preserve the business organization COLT Business or any of the Company intact, Rangeland Entities) nor the Rangeland Entities will agree to continue its operations at its present levels, to keep available to Buyer the services do any of the Company Personnel and to preserve the goodwill of those suppliers, customers, creditors and others having business relations with the Company; and refrain from any significant organizational or personnel changes with respect thereto. If the Company's cash on hand is in excess of $350,000 at Closing, then immediately prior to Closing, the Company may dividend to Seller an amount equal to the cash and investments held by the Company at Closing in excess $350,000. For the purposes of determining the amount of cash and investments held by the Company at Closing, the cash surrender value of the split-life insurance policies on the life of Seller and Regixx Xxxxx xxxll be deemed investments. The ownership of such split-life insurance policies shall be transfer to Seller and the Company shall have no obligation to maintain or pay premiums on such split life insurance policiesforegoing. (b) Access to the Company's Business. From the date hereof until the Closing Date, Seller shall, and shall cause Company Personnel to, afford Buyer and its attorneys, consultants, accountants and authorized representatives (including lenders and equity investors) full access, upon reasonable notice during normal business hours and at other reasonable times, to all properties, books, contracts, commitments, records, personnel, customers, lenders and advisors of the Company in order to permit the Buyer to conduct its due diligence investigation of the Company. Such investigation shall include, among other things, the receipt of relevant financial information, the review of any relevant contractual obligations of the Company, the