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. 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 Stepxxthe Company. Xxom August 31, 1998 to For the period commencing on the date hereof and ending on the Closing Date, Stepxx xxxlthe Company shall, except as expressly required in connection with the transactions contemplated by this Agreement hereby and except as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to in advance in writing by the Purchaser, conduct the Business in the ordinary course consistent with past practice and shall, except as expressly required hereby and except as otherwise consented to in advance in writing by the Purchaser: (a) Carry on use 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 commercially reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxxthe Company, xx keep the officers and employees of Stepxx xxxilable the Company available to the Purchaser and to preserve the relationships and goodwill of Stepxx xxxh the Company with customers, suppliers distributors, suppliers, employees and others other Persons having business relations with Stepxxthe Company; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 5.1(a); (c) Not comply with all applicable Laws; (id) sell maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices, shops and other structures located on the Real Property, and all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or 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 material assets issuance of shares of its capital stock or properties of Stepxx xxxer such securities, or split, combine or reclassify any shares of its capital stock; (f) not amend or modify its articles of incorporation or bylaws; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any shareholder, officer or director or any Person with whom any such shareholder, officer or director has any direct or indirect relation, other than sales the payment of salaries in the ordinary course of business and consistent with past practice; ; (iih) not create any subsidiary, acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of capital stock or assets, other equity securities of any corporation or acquire any equity or ownership interest in any business or entity; ; (iiii) not dispose of or permit to lapse any ownership and/or right to the use of any patent, trademark, trade name, service mark, license or copyright of the Company (including any of the Compxxx Intellectual Property), or dispose of or disclose to any Person, any Confidential Information; (j) protect, defend and maintain the ownership, validity and registration of the Company Intellectual Property, and not allow any of the Registered Intellectual Property to be abandoned, forfeited, cancelled, expunged and/or dedicated to the public; (k) not (i) create, incur or assume any indebtedness other than short-term indebtedness incurred in the ordinary course of business under existing lines of credit; indebtedness, (ivii) grant, create, incur, incur or suffer to exist any LiensLien on the Assets that did not exist on the date hereof, (viii) make write-down the value of any loans asset or advances to any other personinvestment on the books or records of the Company, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (viv) make any commitment for any capital expenditure to be made on or following the date hereof in excess of $50,000 10,000 in the case of any single expenditure or $100,000 20,000 in the case of all capital expenditures, (vi) enter into any Contract which cannot be cancelled by the Company on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii)enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Business; (dl) Other than not (i) increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Company Benefit Plan to any of its employees or consultants, whether past or present, except, in each case, in the ordinary course of business and to the extent consistent with past practicespractice of the Company; provided, however, that the Company shall not enter into, modify or extend take any action described in any manner the terms of any employment, severance or similar agreements this Section 7.1(l) with officers, directors or key employees of Stepxx xxx granx xx agree respect to grant (either in writing or verballyi) any increase in manager, officer or director of the Company or (ii) any Person whose annualized compensation of officers, directors is $60,000 or employees, whether now more or hereafter payable, including any such increase pursuant whose annual compensation for the twelve (12)-month period following the Expiration Date is expected to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement be $60,000 or other plan, arrangement, contract or commitmentmore; (em) Use except as required by Applicable Benefit Laws, 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 enter into a collective bargaining agreement; (o) not enter into any Employment Agreement; (p) perform in all material respects all of its reasonable efforts obligations under all Company Contracts and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Company Contract or License (except those being contested in good faith); (q) not increase any reserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practice); (r) 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 as of the date hereof by Stepxxor on behalf of the Company; (fs) Use its reasonable efforts to continue to collect maintain its accounts receivable books and pay all accounts payable records in accordance with GAAP consistently applied and similar obligations in the ordinary course of business and on a basis consistent with past practicespractice and not make any change in any accounting (or tax accounting) policy, practice or procedure of the Company; (gt) Use continue its reasonable efforts to maintain the supplies current cash and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx;management practices; and (hu) Prepare and file all federalnot authorize, stateor commit or agree to take, 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 any of the filing thereofforegoing actions, which review shall the Company is required not interfere with to take without 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 BylawsPurchaser's prior written consent.

Certain Covenants and Agreements. Section 5.1. 7.1 Conduct of Business by Stepxxthe Company. Xxom August 31, 1998 to For the period commencing on the date hereof and ending on the Closing Date, Stepxx xxxlthe Company shall, except as expressly required in connection with the transactions contemplated by this Agreement hereby and except as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to in advance in writing by the Purchaser, conduct the Business in the ordinary course consistent with past practice and shall, except as expressly required hereby and except as otherwise consented to in advance in writing by the Purchaser: (a) Carry on use 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 commercially reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxxthe Company, xx keep the officers and employees of Stepxx xxxilable the Company available to the Purchaser and to preserve the relationships and goodwill of Stepxx xxxh the Company with customers, suppliers distributors, suppliers, employees and others other Persons having business relations with Stepxxthe Company; (b) maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction listed on Schedule 5.1(a); (c) Not comply with all applicable Laws; (id) sell maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices, shops and other structures located on the Real Property, and all equipment, fixtures and other tangible personal property located on the Real Property; (e) not authorize for issuance or 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 material assets issuance of shares of its capital stock or properties of Stepxx xxxer such securities, or split, combine or reclassify any shares of its capital stock; (f) not amend or modify its articles of incorporation or bylaws; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to any shareholder, officer or director or any Person with whom any such shareholder, officer or director has any direct or indirect relation, other than sales the payment of salaries in the ordinary course of business and consistent with past practice; ; (iih) not create any subsidiary, acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of capital stock or assets, other equity securities of any corporation or acquire any equity or ownership interest in any business or entity; ; (iiii) not dispose of or permit to lapse any ownership and/or right to the use of any patent, trademark, trade name, service mark, license or copyright of the Company (including any ox xxe Company Intellectual Property), or dispose of or disclose to any Person, any Confidential Information; (j) protect, defend and maintain the ownership, validity and registration of the Company Intellectual Property, and not allow any of the Registered Intellectual Property to be abandoned, forfeited, cancelled, expunged and/or dedicated to the public; (k) not (i) create, incur or assume any indebtedness other than short-term indebtedness incurred in the ordinary course of business under existing lines of credit; indebtedness, (ivii) grant, create, incur, incur or suffer to exist any LiensLien on the Assets that did not exist on the date hereof, (viii) make write-down the value of any loans asset or advances to any other personinvestment on the books or records of the Company, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right, (viv) make any commitment for any capital expenditure to be made on or following the date hereof in excess of $50,000 10,000 in the case of any single expenditure or $100,000 20,000 in the case of all capital expenditures, (vi) enter into any Contract which cannot be cancelled by the Company on notice of not longer than thirty (30) days and without liability or penalty of any kind, (vii)enter into any Contract which imposes, or purports to impose, any obligations or restrictions on any of its Affiliates, or (viii) settle or compromise any legal proceedings related to or in connection with the Business; (dl) Other than not (i) increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of its employees, officers, directors or consultants, (ii) pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Company Benefit Plan to any of its employees or consultants, whether past or present, except, in each case, in the ordinary course of business and to the extent consistent with past practicespractice of the Company; provided, however, that the Company shall not enter into, modify or extend take any action described in any manner the terms of any employment, severance or similar agreements this Section 7.1(l) with officers, directors or key employees of Stepxx xxx granx xx agree respect to grant (either in writing or verballyi) any increase in manager, officer or director of the Company or (ii) any Person whose annualized compensation of officers, directors is $60,000 or employees, whether now more or hereafter payable, including any such increase pursuant whose annual compensation for the twelve (12)-month period following the Expiration Date is expected to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement be $60,000 or other plan, arrangement, contract or commitmentmore; (em) Use except as required by Applicable Benefit Laws, 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 enter into a collective bargaining agreement; (o) not enter into any Employment Agreement; (p) perform in all material respects all of its reasonable efforts obligations under all Company Contracts and Licenses, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a default under any Company Contract or License (except those being contested in good faith); (q) not increase any reserves for contingent liabilities (excluding any adjustment to bad debt reserves in the ordinary course of business consistent with past practice); (r) 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 as of the date hereof by Stepxxor on behalf of the Company; (fs) Use its reasonable efforts to continue to collect maintain its accounts receivable books and pay all accounts payable records in accordance with GAAP consistently applied and similar obligations in the ordinary course of business and on a basis consistent with past practicespractice and not make any change in any accounting (or tax accounting) policy, practice or procedure of the Company; (gt) Use continue its reasonable efforts to maintain the supplies current cash and inventory maintained by Stepxx xx levels which are consistent with the past practices of Stepxx;management practices; and (hu) Prepare and file all federalnot authorize, stateor commit or agree to take, 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 any of the filing thereofforegoing actions, which review shall the Company is required not interfere with to take without 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 BylawsPurchaser's prior written consent.

Certain Covenants and Agreements. Section 5.16.1. Conduct of Business by Stepxxthe Company. Xxom August 31, 1998 to For the period commencing on the date hereof and ending on the Closing Date, Stepxx xxxlthe Shareholder will cause the Company and each Subsidiary to, except as expressly required in connection with the transactions contemplated by this Agreement hereby and except as otherwise disclosed in Stepxx'x Xxxclosure Letter or consented to in advance in writing by the Purchaser: (a) Carry on conduct its business businesses only in the ordinary and regular course in substantially the same manner as heretofore conducted Ordinary Course and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitmentcommitment with respect to the Company or any Subsidiary, except those in the ordinary and regular course of business Ordinary Course and not otherwise prohibited under this Section 5.16.1; (b) Exercise use commercially reasonable efforts to preserve intact the corporate existence, goodwill and business organization of Stepxxthe Company and each Subsidiary, xx keep the officers and employees of Stepxx xxxilable the Company and each Subsidiary available to the Purchaser and to preserve the relationships and goodwill of Stepxx xxxh the Company and each Subsidiary with customers, suppliers distributors, suppliers, employees and others other Persons having business relations with Stepxxthe Company or any Subsidiary; (c) Not maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification; (id) sell duly and timely file or cause to be filed all Tax Returns required to be filed with any Governmental Entity and promptly pay or cause to be paid when due all Taxes, assessments and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings; (e) not authorize for issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant any right, option or other commitment for the issuance of shares of its capital stock, or split, combine or reclassify any shares of its capital stock; (f) not amend or modify its charter documents or other corporate governance documents; (g) not declare any dividend, pay or set aside for payment any dividend or other distribution or make any payment to the Shareholder or any of the material assets or properties of Stepxx xxxer its Affiliates, other than sales cash sweeps in the ordinary course of business consistent with past practice; Ordinary Course or as permitted hereunder; (iih) not create any subsidiary, acquire or enter into any agreement to acquire, by merger, consolidation or the purchase of capital stock or assets, other equity securities of any corporation or acquire any equity or ownership interest in any business or entity; ; (iiii) 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) not make any loans or advances to any other person, except in the ordinary course of business and consistent with past practice, or (vi) make commitment for any capital expenditure to be made following the date hereof in excess of $50,000 in the case of any single expenditure or $100,000 250,000 in the case of all capital expenditures; (dj) Other not incur, assume, guarantee or otherwise incur any Indebtedness, other than in the ordinary course of business Ordinary Course and consistent with past practices, not enter into, modify Indebtedness to the Shareholder under the Shareholder Credit Agreement (provided that such Indebtedness is repaid in full prior to or extend in any manner on 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 commitmentClosing Date as contemplated by Section 3.1); (ek) Use its reasonable efforts not sell, lease, transfer, pledge, dispose of or encumber any assets, rights, securities or businesses other than in the Ordinary Course or as permitted hereunder; (l) waive, release, settle or compromise any pending or threatened Legal Proceeding relating to the Company or any Subsidiary; (m) maintain in full force and effect insurance coverage in form and amount equivalent in all material respects to the same amounts policies of insurance comparable in amount coverage currently maintained with respect to the Company and scope of coverage to that now maintained by Stepxxits Subsidiaries and their assets and properties; (fn) Use not increase in any manner the compensation of, pay any bonus to, or enter into any new bonus or incentive agreement or arrangement with, any of its reasonable efforts employees, officers, directors or consultants; (o) not pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Company Benefit Plan to any of its employees or consultants, whether past or present; (p) 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; (q) not enter into a collective bargaining agreement; (r) maintain supplies and inventory at levels that are in the Ordinary Course, and maintain equipment and other assets in a state of repair, order and condition consistent with past practices; (s) continue to extend customers credit, collect its accounts receivable and pay all accounts payable and similar obligations in the ordinary course of business and consistent with past practicesOrdinary Course; (gt) Use its reasonable efforts to maintain not pay, discharge or satisfy any claim, liability or obligation (absolute, contingent or otherwise) other than the supplies payment, discharge or satisfaction in the Ordinary Course of claims, liabilities and inventory maintained by Stepxx xx levels which are consistent with obligations reflected or reserved against in the past practices of StepxxBalance Sheet or incurred in the Ordinary Course; (hu) Prepare and file all federal, state, local and foreign returns not increase any reserves for taxes and other tax reports, filings and amendments thereto required contingent liabilities (excluding any adjustment 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 bad debt reserves in the filing thereof, which review shall not interfere with the timely filing of such returnsOrdinary Course); (iv) Not amend any Stepxx Xxxefit Plan, nor commit continue 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;maintain its books and records in accordance with GAAP; and (jw) Neither change nor amend continue making all budgeted capital expenditures and ordinary repairs, maintenance, renewals and replacements in the Ordinary Course. In connection with the continued operation of the Company and each Subsidiary during the period commencing on the date hereof and ending on the Closing Date, the Shareholder shall confer, and shall cause the Company to confer, in good faith on a regular and frequent basis with the Purchaser regarding operational matters and the general status of on-going operations of the Company and its Articles Subsidiaries. The Shareholder hereby acknowledges that the Purchaser does not and shall not waive any right it may have hereunder as a result of Incorporation such consultations. The Shareholder shall not, and shall cause the Company and each Subsidiary not to, take any action that will result in any representation or Bylawswarranty of the Shareholder set forth herein to become untrue.

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.