Common use of Conduct and Preservation of Business Clause in Contracts

Conduct and Preservation of Business. Except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith); (ii) maintain its Inventory supplies at levels consistent with past practices (which shall mean, with respect to paper, supplies approximately sufficient for one (1) month); (iii) not cause or permit to occur any of the events or occurrences described in Section 3.4 and (iv) exercise all Reasonable Efforts to maintain (x) the goodwill and going concern value of the Business and (y) the Business's relationship with its customers, vendors and employees. Without limiting the generality of the foregoing, Seller shall not delay or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through the Closing Date, Seller will notify Buyer of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, (iv) any material default under any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payable, accounts receivable or other working capital items of Seller.

Conduct and Preservation of Business. Except Seller and each of the Stockholders covenant that, except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller shall (i) conduct the Business its business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith)business; (ii) maintain use its Inventory supplies at levels consistent best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with past practices (which shall meanits employees, with respect independent contractors, suppliers and customers and to paper, supplies approximately sufficient for one (1) month)preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) not cause or permit to occur any of the events or occurrences described in Section 3.4 and 3.13 (ivexcept as set forth on the Disclosure Schedule); (v) exercise all Reasonable Efforts continue to maintain (x) and service the goodwill and going concern value physical assets used in the conduct of the Business and in the same manner as has been its consistent past practice; (yvi) not declare, set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vii) not take any action or omit to take any action which would result in the Businessinaccuracy of any of Seller's relationship with its customers, vendors and employees. Without limiting the generality or either of the foregoing, Seller shall not delay or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through the Closing Date, Seller will notify Buyer of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 Stockholders' representations and warranties set forth herein if such lawsuit, claim, proceeding representations or investigation had arisen prior warranties were to be made immediately after the date hereof, (iii) any notice or other communication from any third Person alleging that the consent occurrence of such third Person is act or may be required omission; (viii) properly maintain and repair all real and personal property owned or leased by Seller or the Shareholders and used in connection with the transactions contemplated by this Agreement, (iv) any material default under any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payable, accounts receivable or other working capital items business of Seller., so that such property at Closing is in the same

Conduct and Preservation of Business. Except Sellers covenant that, except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller the Company and each of its subsidiaries shall (i) conduct the Business its business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith)business; (ii) maintain use its Inventory supplies at levels consistent best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with past practices (which shall meanits employees, with respect independent contractors, suppliers and customers and to paper, supplies approximately sufficient for one (1) month)preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) not cause or permit to occur any of the events or occurrences described in Section 3.4 and 6.11 (ivexcept as set forth on the Disclosure Schedule; (v) exercise all Reasonable Efforts continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (vi) not declare, set aside or pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock (except as set forth on the Disclosure Schedule); (vii) not take any action or omit to take any action which would result in the inaccuracy of any of Sellers' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (viii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (ix) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (x) the goodwill and going concern value refrain from granting any irrevocable powers of the Business and (y) the Business's relationship with its customers, vendors and employees. Without limiting the generality of the foregoing, Seller shall not delay attorney or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through the Closing Date, Seller will notify Buyer of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, (iv) any material default under any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payable, accounts receivable or other working capital items of Seller.comparable delegations of

Conduct and Preservation of Business. Except The Company and each of the Shareholders covenant that, except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller the Company shall (i) conduct the Business its business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith)business; (ii) maintain use its Inventory supplies at levels consistent best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with past practices (which shall meanits employees, with respect independent contractors, suppliers and customers and to paper, supplies approximately sufficient for one (1) month)preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not cause declare; set aside or permit pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to occur take any action which would result in the inaccuracy of any of the events Company's or occurrences described the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by the Company or the Shareholders and used in Section 3.4 the business of the Company, so that such property at Closing is in the same condition as normally maintained by the Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on the Disclosure Schedule hereto or equivalent insurance; (ivix) exercise all Reasonable Efforts to maintain refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which the goodwill and going concern value of the Business Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; and (yxiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the Business's relationship with its customers, vendors and employeesprior written consent of ViaSource. Without limiting the generality foregoing, the Company and each of the foregoing, Seller shall not delay or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding Shareholders covenant that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through until the Closing Date, Seller will notify Buyer Date or termination of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, (iv) except as set forth on the Disclosure Schedule, the Company will not change the compensation of any material default under of its respective directors, officers, employees, independent contractors or consultants, or enter into any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payableemployment, accounts receivable severance or other working capital items agreement with any of Sellersuch persons, except in the ordinary course of business.

Conduct and Preservation of Business. Except Each Company and each of the Shareholders covenant that, except as contemplated by this Agreement, or as described on Disclosure Schedule 5.2, during the period from the date of this Agreement to the Closing Date, Seller each Company shall (i) conduct the Business its business in the usual manner and not enter into any transactions outside the ordinary course of business (it being understood that Seller may dispose of the Excluded Assets and take all necessary actions in connection therewith)business; (ii) maintain use its Inventory supplies at levels consistent best efforts to maintain, preserve and protect its properties and assets and the Business, including, without limitation, to preserve its relationship with past practices (which shall meanits employees, with respect independent contractors, suppliers and customers and to paper, supplies approximately sufficient for one (1) month)preserve its goodwill; (iii) comply with all laws, ordinances, rules, regulations and orders applicable to its business; (iv) continue to maintain and service the physical assets used in the conduct of the Business in the same manner as has been its consistent past practice; (v) not cause declare; set aside or permit pay any dividend or make any distribution on any shares of its capital stock (whether in cash or in kind), or redeem, purchase or otherwise acquire any shares of its capital stock; (vi) not take any action or omit to occur take any action which would result in the inaccuracy of any of the events Companys' or occurrences described the Shareholders' representations and warranties set forth herein if such representations or warranties were to be made immediately after the occurrence of such act or omission; (vii) properly maintain and repair all real and personal property owned or leased by either Company or the Shareholders and used in Section 3.4 the business of either Company, so that such property at Closing is in the same condition as normally maintained by such Company; (viii) use its prudent business efforts to have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth on Schedule 3.18 hereto or equivalent insurance; (ivix) exercise all Reasonable Efforts to maintain refrain from granting any irrevocable powers of attorney or comparable delegations of authority; (x) refrain from taking any action that would constitute, or fail to take any action that would prevent, a breach of or a default under any agreement, contract or understanding to which either Company is a party; (xi) use its prudent business efforts to preserve all Permits; (xii) perform all obligations required to be performed by it under any Contracts; (xiii) not enter into any collective bargaining agreement or other contract or agreement (or any amendment or modification thereto) with any labor union without the goodwill and going concern value prior written consent of the Business ViaSource and (yxiv) make any distributions in accordance with the Business's relationship with its customers, vendors and employeesprovisions of Section 1.1(f) hereof without providing prior notification to ViaSource. Without limiting the generality foregoing, each Company and each of the foregoing, Seller shall not delay or accelerate the collection of accounts receivable, delay or accelerate its payments of accounts payable or otherwise change its handling of working capital items (including any of the changes contemplated by Section 3.1(j), (k), (l), (m), (n) or (o)). Each party shall promptly notify the other of any action, suit or proceeding Shareholders covenant that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. During the period from the date hereof through until the Closing Date, Seller will notify Buyer Date or termination of (i) any Material Adverse Effect, (ii) any lawsuit, claim, proceeding or investigation that is threatened, brought, asserted or commenced against Seller which would have been listed in Disclosure Schedule 3.11 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof, (iii) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, (iv) except as set forth on Schedule 3.22 or Schedule 3.29 hereto, neither Company will change the compensation of any material default under of its respective directors, officers, employees, independent contractors or consultants, or enter into any Assumed Contract (it being understood that any such determination shall be made without regard to any applicable notice or lapse of time provisions) and (v) any material change in accounts payableemployment, accounts receivable severance or other working capital items agreement with any of Sellersuch persons, except in the ordinary course of business.