Common use of Conduct During Interim Period Clause in Contracts

Conduct During Interim Period. During the period from the Effective Date to the Closing (the “Interim Period”), except as otherwise contemplated by this Agreement, as set forth on Schedule 5.3 or as Purchaser otherwise agrees in writing in advance (such agreement not to be unreasonably withheld, delayed or conditioned), Seller shall conduct, and shall cause its Affiliates and Apache to conduct, the Businesses in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact the Businesses and the relationships with the customers, suppliers, creditors and employees of the Businesses. During the period from the Effective Date to the Closing, except as otherwise contemplated by this Agreement or any Operative Agreement, as Purchaser shall otherwise consent in writing or as set forth on Schedule 5.3, Seller shall not, and shall cause each of its Affiliates and Apache not to, with respect to the Businesses: 5.3.1 incur, create or assume any Encumbrance on any of its assets other than a Permitted Lien or any Encumbrance on an Excluded Asset; 5.3.2 sell, lease, license, transfer or dispose of any assets (other than Inventory in the ordinary course of business consistent with past practice as well as obsolete or redundant assets); provided, however, that Apache shall be permitted to distribute or transfer to Seller or its Affiliates all accounts receivable, trade accounts, notes receivable and/or book debts due or accruing to Apache from Seller or its Affiliates; provided that any such accounts receivable, trade accounts, notes receivable and/or book debts due or accruing shall not be reflected as an asset in the determination of Net Working Capital; 5.3.3 enter into any Contract that would be a Material Contract or terminate or materially amend any existing Material Contract, in each case other than in the ordinary course of business consistent with past practice; 5.3.4 amend in any material respect the Articles of Incorporation, Bylaws or other organizational documents of Apache; 5.3.5 issue, sell, pledge, transfer, dispose of or Encumber any shares of Apache’s capital stock or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securities; 5.3.6 split, combine, subdivide, reclassify or redeem any outstanding securities of Apache; 5.3.7 dispose of or permit to lapse any rights in, to or for the use of any Intellectual Property Assets other than as required by applicable law; 5.3.8 (i) increase the compensation payable or to become payable to any director, officer, or employee of Seller or Apache, except for increases made in the ordinary course of business consistent with past practice and for increases under the terms of a Collective Bargaining Agreement as of the Effective Date, (ii) hire any employee for the Businesses with annual compensation in excess of one hundred fifteen thousand Dollars ($115,000), (iii) increase the employee benefits of any Newsprint Employee or Apache Employee or pay any pension or retirement allowance to any Newsprint Employee or Apache Employee not required by law, by the terms of a Benefit Plan in effect as of the Effective Date or by the terms of a Collective Bargaining Agreement in effect as of the Effective Date or (iv) become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, retention, severance, collective bargaining, change in control or similar agreement with or for the benefit of any Newsprint Employee or Apache Employee, other than, in the case of each of (iii) and (iv) to the extent required by law, under the terms of a Benefit Plan as of the Effective Date or under the terms of a Collective Bargaining Agreement as of the Effective Date; 5.3.9 undertake to negotiate with any labor union, enter into any agreement with any labor union, or otherwise amend, modify or change any terms or conditions of employment of any Newsprint Employee or Apache Employee represented by any labor union, except to the extent required by law, under the terms of a Benefit Plan in effect as of the Effective Date or under the terms of a Collective Bargaining Agreement in effect as of the Effective Date; 5.3.10 make any loans, advances or capital contributions to, or investments in, any other Person (other than relocation and business travel advances to employees in the ordinary course of business consistent with past practice); 5.3.11 except, as applicable, in the ordinary course of the Newsprint Business or the Railway Business consistent with past practice accelerate the delivery or sale of products or the incurrence of capital expenditures, offer discounts on the sale of products, on the provision of services or the payment of accounts receivable, or offer premiums on the purchase of raw materials; 5.3.12 permit Apache to adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization of Apache or the Newsprint Business to the extent, in each case, inconsistent with the consummation of the transactions contemplated by this Agreement; 5.3.13 permit Apache to acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; 5.3.14 except in the ordinary course of business consistent with past practice, cancel, compromise or settle any debt or claim or waive any rights of material value to Apache or the Newsprint Business without Apache or the Newsprint Business receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; 5.3.15 enter into any transactions, contracts and understandings with Seller or any of its Related Parties that would be binding on the Newsprint Assets or Apache after the Closing; 5.3.16 incur any debt for borrowed money, other than in the ordinary course of the Newsprint Business consistent with past practice; 5.3.17 make any change in its fiscal year or its accounting methods or practices except as required by reason of a concurrent change in GAAP; 5.3.18 in the case of Apache only, make or change any tax election or file any tax returns, except in the ordinary course of business consistent with past practice; 5.3.19 settle any audit relating to Apache; 5.3.20 institute or settle any material legal proceeding, whether pending or threatened, relating to the Newsprint Business, or, in the case of Apache, institute or settle any material legal proceeding, whether pending or threatened; 5.3.21 settle or compromise on any issue, question or dispute in or relating to the Water Rights Litigation; 5.3.22 fail to maintain the Wxxxx in operating condition; 5.3.23 fail to use any payments received by Seller or its Affiliates relating to Newsprint Insurance Claims of Seller or its Affiliates covering the Newsprint Assets to acquire replacement assets or to repair assets or to reimburse Seller or its Affiliates for expenses incurred to acquire replacement assets or to repair assets; 5.3.24 not divert customers or any orders from the Newsprint Business to other businesses of Seller or any of its Affiliates except to the extent that there are replacement customers or replacement orders such that there is no material adverse impact on the Newsprint Business, it being acknowledged and agreed to by the parties that certain customers of the Newsprint Business are also customers of Seller and its Affiliates with respect to businesses other than the Newsprint Business and nothing contained in this Section 5.3.24 or elsewhere in this Agreement shall prevent Seller and its Affiliates from maintaining their relationships with or soliciting business from, such customers; 5.3.25 allow or agree to allow the lapse of any material right with respect to any Material Permit; 5.3.26 permit an event of default to continue uncured under the Snowflake Lease; 5.3.27 fail to maintain the Owned Tangible Real Assets and the Equipment in all material respects in a manner consistent with past practice; 5.3.28 fail to maintain, in all material respects, the Newsprint Inventory levels in a manner consistent with past practice, taking into account cyclical variances and the Outage; or 5.3.29 authorize or enter into any agreement or commitment with respect to any of the foregoing.

Conduct During Interim Period. 6.1 During the period from the Effective Date to the Closing (the “Interim Period”), except as otherwise contemplated by without in any way limiting any other obligations of the Founders under this Agreement: 6.1.1 The Founders, as set forth subject to applicable Law, shall procure that the Company shall, carry on Schedule 5.3 or as Purchaser otherwise agrees in writing in advance (such agreement not to be unreasonably withheld, delayed or conditioned), Seller shall conduct, and shall cause its Affiliates and Apache to conduct, the Businesses business of the Company in the usual, regular and ordinary course of business and consistent with past practice practices, to pay the material debts and use its commercially reasonable efforts to preserve intact the Businesses and the relationships with the customers, suppliers, creditors and employees material Taxes of the Businesses. During the period from the Effective Date to the Closing, except as otherwise contemplated by this Agreement or any Operative Agreement, as Purchaser shall otherwise consent in writing or as set forth on Schedule 5.3, Seller shall not, and shall cause each of its Affiliates and Apache not to, with respect to the Businesses: 5.3.1 incur, create or assume any Encumbrance on any of its assets other than a Permitted Lien or any Encumbrance on an Excluded Asset; 5.3.2 sell, lease, license, transfer or dispose of any assets (other than Inventory in the ordinary course of business consistent with past practice as well as obsolete or redundant assets); provided, however, that Apache shall be permitted to distribute or transfer to Seller or its Affiliates all accounts receivable, trade accounts, notes receivable and/or book debts due or accruing to Apache from Seller or its Affiliates; provided that any such accounts receivable, trade accounts, notes receivable and/or book debts due or accruing shall not be reflected as an asset in the determination of Net Working Capital; 5.3.3 enter into any Contract that would be a Material Contract or terminate or materially amend any existing Material Contract, in each case other than in the ordinary course of business consistent with past practice; 5.3.4 amend in any material respect the Articles of Incorporation, Bylaws or other organizational documents of Apache; 5.3.5 issue, sell, pledge, transfer, dispose of or Encumber any shares of Apache’s capital stock or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securities; 5.3.6 split, combine, subdivide, reclassify or redeem any outstanding securities of Apache; 5.3.7 dispose of or permit to lapse any rights inCompany when due, to pay or for the use of any Intellectual Property Assets other than as required by applicable law; 5.3.8 (i) increase the compensation payable or to become payable to any director, officer, or employee of Seller or Apache, except for increases made in the ordinary course of business consistent with past practice and for increases under the terms of a Collective Bargaining Agreement as of the Effective Date, (ii) hire any employee for the Businesses with annual compensation in excess of one hundred fifteen thousand Dollars ($115,000), (iii) increase the employee benefits of any Newsprint Employee or Apache Employee or pay any pension or retirement allowance to any Newsprint Employee or Apache Employee not required by law, by the terms of a Benefit Plan in effect as of the Effective Date or by the terms of a Collective Bargaining Agreement in effect as of the Effective Date or (iv) become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, retention, severance, collective bargaining, change in control or similar agreement with or for the benefit of any Newsprint Employee or Apache Employee, other than, in the case of each of (iii) and (iv) to the extent required by law, under the terms of a Benefit Plan as of the Effective Date or under the terms of a Collective Bargaining Agreement as of the Effective Date; 5.3.9 undertake to negotiate with any labor union, enter into any agreement with any labor union, or otherwise amend, modify or change any terms or conditions of employment of any Newsprint Employee or Apache Employee represented by any labor union, except to the extent required by law, under the terms of a Benefit Plan in effect as of the Effective Date or under the terms of a Collective Bargaining Agreement in effect as of the Effective Date; 5.3.10 make any loans, advances or capital contributions to, or investments in, any other Person (other than relocation and business travel advances to employees in the ordinary course of business consistent with past practice); 5.3.11 except, as applicableperform, in the ordinary course of business, other obligations when due, and, to the Newsprint Business or the Railway Business extent consistent with such business, use its reasonable commercial efforts consistent with past practice accelerate and policies to preserve intact the delivery Company’s present business, keep available the services of the Company’s Key Personnel and preserve the Company’s relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired in all material respects the Company’s goodwill and ongoing business at the Closing; The Founders, subject to applicable Law, shall procure that the Company shall not enter into any transaction, do or sale of products or the incurrence of capital expenditures, offer discounts on the sale of products, on the provision of services or the payment of accounts receivableperform, or offer premiums on omit to do and perform, any act or thing, if such transaction, action or omission would constitute a breach of any of the purchase of raw materials; 5.3.12 permit Apache to adopt a plan of complete or partial liquidation or authorize or undertake a dissolutionRepresentations and Warranties, consolidation, restructuring, recapitalization covenants or other reorganization obligations contained herein, without the prior written consent of Apache or Purchaser. 6.2 Notwithstanding any other provision contained in this Agreement, the Newsprint Business to the extentParties agree that, in each case, inconsistent with following the consummation of the transactions contemplated by under the APA and prior to the Closing Date as defined in this Agreement; 5.3.13 permit Apache to acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; 5.3.14 except in the ordinary course of business consistent with past practice, cancel, compromise or settle any debt or claim or waive any rights of material value to Apache or the Newsprint Business without Apache or the Newsprint Business receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; 5.3.15 enter into any transactions, contracts and understandings with Seller or any of its Related Parties that would be binding on the Newsprint Assets or Apache after the Closing; 5.3.16 incur any debt for borrowed money, other than in the ordinary course of the Newsprint Business consistent with past practice; 5.3.17 make any change in its fiscal year or its accounting methods or practices except as required by reason of a concurrent change in GAAP; 5.3.18 in the case of Apache only, make or change any tax election or file any tax returns, except in the ordinary course of business consistent with past practice; 5.3.19 settle any audit relating to Apache; 5.3.20 institute or settle any material legal proceeding, whether pending or threatened, relating Company shall pay to the Newsprint Business, or, Founders an interim dividend in an aggregate amount of EUR 5,000,000 (Five Million Euros) (the case of Apache, institute or settle any material legal proceeding, whether pending or threatened; 5.3.21 settle or compromise on any issue, question or dispute in or relating “Interim Dividend”). Seller 1 and Founders shall ensure that the withholding tax is withheld by the Company and that only the net dividend amount is paid out to the Water Rights Litigation; 5.3.22 fail to maintain the Wxxxx in operating condition; 5.3.23 fail to use any payments received by Seller or its Affiliates relating to Newsprint Insurance Claims of Seller or its Affiliates covering the Newsprint Assets to acquire replacement assets or to repair assets or to reimburse Seller or its Affiliates for expenses incurred to acquire replacement assets or to repair assets; 5.3.24 not divert customers or any orders from the Newsprint Business to other businesses of Seller or any of its Affiliates except to the extent that there are replacement customers or replacement orders such that there is no material adverse impact on the Newsprint Business, it being acknowledged and agreed to by the parties that certain customers of the Newsprint Business are also customers of Seller and its Affiliates with respect to businesses other than the Newsprint Business and nothing contained in this Section 5.3.24 or elsewhere in this Agreement shall prevent Seller and its Affiliates from maintaining their relationships with or soliciting business from, such customers; 5.3.25 allow or agree to allow the lapse of any material right with respect to any Material Permit; 5.3.26 permit an event of default to continue uncured under the Snowflake Lease; 5.3.27 fail to maintain the Owned Tangible Real Assets and the Equipment in all material respects in a manner consistent with past practice; 5.3.28 fail to maintain, in all material respects, the Newsprint Inventory levels in a manner consistent with past practice, taking into account cyclical variances and the Outage; or 5.3.29 authorize or enter into any agreement or commitment with respect to any of the foregoingFounders.

Conduct During Interim Period. During the period from the Effective Date to the Closing (the “Interim Period”), except as otherwise contemplated by this Agreement, as set forth on Schedule 5.3 or as Purchaser otherwise agrees in writing in advance (such agreement not to be unreasonably withheld, delayed or conditioned), Seller shall conduct, and shall cause its Affiliates and Apache to conduct, the Businesses in the ordinary course of business consistent with past practice and use its commercially reasonable efforts to preserve intact the Businesses and the relationships with the customers, suppliers, creditors and employees of the Businesses. During the period from the Effective Date to the Closing, except as otherwise contemplated by this Agreement or any Operative Agreement, as Purchaser shall otherwise consent in writing or as set forth on Schedule 5.3, Seller shall not, and shall cause each of its Affiliates and Apache not to, with respect to the Businesses: 5.3.1 incur, create or assume any Encumbrance on any of its assets other than a Permitted Lien or any Encumbrance on an Excluded Asset; 5.3.2 sell, lease, license, transfer or dispose of any assets (other than Inventory in the ordinary course of business consistent with past practice as well as obsolete or redundant assets); provided, however, that Apache shall be permitted to distribute or transfer to Seller or its Affiliates all accounts receivable, trade accounts, notes receivable and/or book debts due or accruing to Apache from Seller or its Affiliates; provided that any such accounts receivable, trade accounts, notes receivable and/or book debts due or accruing shall not be reflected as an asset in the determination of Net Working Capital; 5.3.3 enter into any Contract that would be a Material Contract or terminate or materially amend any existing Material Contract, in each case other than in the ordinary course of business consistent with past practice; 5.3.4 amend in any material respect the Articles of Incorporation, Bylaws or other organizational documents of Apache; 5.3.5 issue, sell, pledge, transfer, dispose of or Encumber any shares of Apache’s capital stock or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securities; 5.3.6 split, combine, subdivide, reclassify or redeem any outstanding securities of Apache; 5.3.7 dispose of or permit to lapse any rights in, to or for the use of any Intellectual Property Assets other than as required by applicable law; 5.3.8 (i) increase the compensation payable or to become payable to any director, officer, or employee of Seller or Apache, except for increases made in the ordinary course of business consistent with past practice and for increases under the terms of a Collective Bargaining Agreement as of the Effective Date, (ii) hire any employee for the Businesses with annual compensation in excess of one hundred fifteen thousand Dollars ($115,000), (iii) increase the employee benefits of any Newsprint Employee or Apache Employee or pay any pension or retirement allowance to any Newsprint Employee or Apache Employee not required by law, by the terms of a Benefit Plan in effect as of the Effective Date or by the terms of a Collective Bargaining Agreement in effect as of the Effective Date or (iv) become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, retention, severance, collective bargaining, change in control or similar agreement with or for the benefit of any Newsprint Employee or Apache Employee, other than, in the case of each of (iii) and (iv) to the extent required by law, under the terms of a Benefit Plan as of the Effective Date or under the terms of a Collective Bargaining Agreement as of the Effective Date; 5.3.9 undertake to negotiate with any labor union, enter into any agreement with any labor union, or otherwise amend, modify or change any terms or conditions of employment of any Newsprint Employee or Apache Employee represented by any labor union, except to the extent required by law, under the terms of a Benefit Plan in effect as of the Effective Date or under the terms of a Collective Bargaining Agreement in effect as of the Effective Date; 5.3.10 make any loans, advances or capital contributions to, or investments in, any other Person (other than relocation and business travel advances to employees in the ordinary course of business consistent with past practice); 5.3.11 except, as applicable, in the ordinary course of the Newsprint Business or the Railway Business consistent with past practice accelerate the delivery or sale of products or the incurrence of capital expenditures, offer discounts on the sale of products, on the provision of services or the payment of accounts receivable, or offer premiums on the purchase of raw materials; 5.3.12 permit Apache to adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization of Apache or the Newsprint Business to the extent, in each case, inconsistent with the consummation of the transactions contemplated by this Agreement; 5.3.13 permit Apache to acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; 5.3.14 except in the ordinary course of business consistent with past practice, cancel, compromise or settle any debt or claim or waive any rights of material value to Apache or the Newsprint Business without Apache or the Newsprint Business receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; 5.3.15 enter into any transactions, contracts and understandings with Seller or any of its Related Parties that would be binding on the Newsprint Assets or Apache after the Closing; 5.3.16 incur any debt for borrowed money, other than in the ordinary course of the Newsprint Business consistent with past practice; 5.3.17 make any change in its fiscal year or its accounting methods or practices except as required by reason of a concurrent change in GAAP; 5.3.18 in the case of Apache only, make or change any tax election or file any tax returns, except in the ordinary course of business consistent with past practice; 5.3.19 settle any audit relating to Apache; 5.3.20 institute or settle any material legal proceeding, whether pending or threatened, relating to the Newsprint Business, or, in the case of Apache, institute or settle any material legal proceeding, whether pending or threatened; 5.3.21 settle or compromise on any issue, question or dispute in or relating to the Water Rights Litigation; 5.3.22 fail to maintain the Wxxxx Xxxxx in operating condition; 5.3.23 fail to use any payments received by Seller or its Affiliates relating to Newsprint Insurance Claims of Seller or its Affiliates covering the Newsprint Assets to acquire replacement assets or to repair assets or to reimburse Seller or its Affiliates for expenses incurred to acquire replacement assets or to repair assets; 5.3.24 not divert customers or any orders from the Newsprint Business to other businesses of Seller or any of its Affiliates except to the extent that there are replacement customers or replacement orders such that there is no material adverse impact on the Newsprint Business, it being acknowledged and agreed to by the parties that certain customers of the Newsprint Business are also customers of Seller and its Affiliates with respect to businesses other than the Newsprint Business and nothing contained in this Section 5.3.24 or elsewhere in this Agreement shall prevent Seller and its Affiliates from maintaining their relationships with or soliciting business from, such customers; 5.3.25 allow or agree to allow the lapse of any material right with respect to any Material Permit; 5.3.26 permit an event of default to continue uncured under the Snowflake Lease; 5.3.27 fail to maintain the Owned Tangible Real Assets and the Equipment in all material respects in a manner consistent with past practice; 5.3.28 fail to maintain, in all material respects, the Newsprint Inventory levels in a manner consistent with past practice, taking into account cyclical variances and the Outage; or 5.3.29 authorize or enter into any agreement or commitment with respect to any of the foregoing.

Conduct During Interim Period. During the period from the Effective Date to the Closing 5.1.1 Except (the “Interim Period”), except i) as otherwise contemplated by expressly provided in this Agreement, (ii) as set forth on in Schedule 5.3 or 5.1, and (iii) as Purchaser otherwise agrees may be consented to in writing in advance by Purchaser (such agreement consent not to be unreasonably withheld, delayed or conditioned), between the Effective Date and the earlier of the Closing Date or the termination of this Agreement (the “Interim Period”), Seller shall conduct, and shall cause its Affiliates and Apache to conduct, (x) conduct the Businesses Catawba Mill Business in the ordinary course Ordinary Course of business consistent with past practice Business and (y) use its commercially reasonable efforts to maintain and preserve intact the Businesses and current Catawba Mill Business in all material respects. Without limiting the relationships with foregoing, during the customers, suppliers, creditors and employees of the Businesses. During the period from the Effective Date to the Closing, except as otherwise contemplated by this Agreement or any Operative Agreement, as Purchaser shall otherwise consent in writing or as set forth on Schedule 5.3Interim Period, Seller shall not, and shall cause each of its Affiliates and Apache not to, with respect to the Businesses: 5.3.1 incur(a) make any material change in any method of accounting or accounting practice for the Catawba Mill Business, create except as required by GAAP, by applicable Laws or assume by any Encumbrance on any of its assets other than a Permitted Lien or any Encumbrance on an Excluded AssetGovernmental Entity; 5.3.2 sell(b) transfer, leaseassign, license, transfer sell or otherwise dispose of any assets of the Purchased Assets, except for the sale of Inventory or the disposal of damaged or obsolete equipment or materials, in each case, in the Ordinary Course of Business; (c) cancel any debts or claims, waive any rights constituting Purchased Assets, or accelerate, terminate, or modify any Assigned Contract or Assigned Permit, in each case, outside the Ordinary Course of Business, in a manner that would have a Material Adverse Effect on the Catawba Mill Business; (d) incur material capital expenditures which would constitute an Assumed Obligation, except as contemplated by the Five Year Capital Expenditure Plan made available in the Data Room or as necessary to make emergency repairs, provided that in the case of emergency repairs that would result in an Assumed Obligation, Seller shall provide advance notice to Purchaser, and Purchaser shall respond to such request within twenty-four (24) hours, and if no response is received from the Purchaser within such twenty-four (24) hour time period, Purchaser shall be deemed to have consented to such repair; (e) grant any Lien (other than Inventory Permitted Liens) upon any of the Purchased Assets; (f) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any Employees, other than increases in the ordinary course Ordinary Course of business consistent with past practice Business or as well as obsolete required by the terms of any written agreements or redundant assets); providedapplicable Law, however, that Apache shall be permitted to distribute or transfer to Seller or its Affiliates all accounts receivable, trade accounts, notes receivable and/or book debts due or accruing to Apache from Seller or its Affiliates; provided that (ii) make any such accounts receivable, trade accounts, notes receivable and/or book debts due or accruing shall not be reflected as an asset other material change in the determination terms of Net Working Capital; 5.3.3 enter into employment for any Contract that would be a Material Contract or terminate or materially amend any existing Material Contract, in each case Employee (other than changes that do not result in the ordinary course of business consistent any material increased Assumed Obligation with past practice; 5.3.4 amend respect thereto), or (iii) take any action to accelerate in any material respect the Articles vesting or payment of Incorporationany compensation or benefit for any Employee of the Catawba Mill Business that is the general manager or a direct report of the general manager, Bylaws or other organizational documents except, in the case of Apachethis clause (iii) in accordance with any Benefit Plan; 5.3.5 issue(g) hire or promote any person as or to (as the case may be) an Employee that is the general manager or a direct report of the general manager or hire any employee or promote any Employee below an Employee that is the general manager or a direct report of the general manager, sellin each case, pledge, transfer, dispose except to fill a vacancy (i) of the mill manager position with the prior written approval of the Purchaser or Encumber (ii) of any shares other position in the Ordinary Course of Apache’s capital stock or securities convertible into or exchangeable for any such shares, or any rights, warrants, options, calls or commitments to acquire any such shares or other securitiesBusiness; 5.3.6 split(h) adopt, combinemodify or terminate, subdivide, reclassify or redeem any outstanding securities of Apache; 5.3.7 dispose of or permit to lapse any rights in, to or for the use of any Intellectual Property Assets other than for cause or except as required by applicable law; 5.3.8 Law, any: (i) increase employment, severance, retention or other agreement with any Employee of the compensation payable Catawba Mill Business that is the general manager or to become payable to any director, officera direct report of the general manager, or employee of Seller (ii) collective bargaining or Apacheother agreement with a union, except for increases made in each case whether written or oral; (i) move any tangible personal property from the ordinary course of business consistent with past practice and for increases under Owned Real Property into the terms of a Collective Bargaining Agreement Service Center that is not (i) as of the Effective Date, exclusively related to the operation of the Service Center or (ii) hire any employee consists of office or information technology equipment required for the Businesses with annual compensation in excess of one hundred fifteen thousand Dollars ($115,000), (iii) increase the employee benefits of any Newsprint Employee or Apache Employee or pay any pension or retirement allowance to any Newsprint Employee or Apache Employee not required use by law, by the terms of a Benefit Plan in effect as of the Effective Date or by the terms of a Collective Bargaining Agreement in effect as of the Effective Date or (iv) become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or employment, retention, severance, collective bargaining, change in control or similar agreement with or for the benefit of any Newsprint Employee or Apache Employee, other than, in the case of each of (iii) and (iv) those employees transferred to the extent required by law, under Service Center from the terms of a Benefit Plan as of the Effective Date or under the terms of a Collective Bargaining Agreement as of the Effective Date;Catawba Mill; or 5.3.9 undertake to negotiate with any labor union, (j) enter into any agreement with Contract to do any labor unionof the foregoing, or otherwise amendany action or omission that would result in any of the foregoing. 5.1.2 For greater certainty, modify all profit and loss of Seller during the Interim Period (including the Closing Date) shall belong to Seller. Nothing herein shall be construed to (a) prohibit Seller from distributing (including via the issuance of dividends) all cash and cash equivalents of the Catawba Mill Business to Seller’s direct or change indirect shareholders at any terms time and from time to time prior to Closing or conditions (b) give Purchaser, directly or indirectly, any right to control or direct the Catawba Mill Business prior to Closing. 5.1.3 Upon delivery of employment written notice to Purchaser during the Interim Period (which notice shall include a copy thereof): (a) each Contract, Permit, license of Intellectual Property, equipment lease, and/or Real Property Lease, or any Newsprint Employee or Apache Employee represented amendment to any of the foregoing, entered into by any labor unionSeller during the Interim Period incurred, except in each case without violating Section 5.1.1 and that is exclusively related to the extent required by lawCatawba Mill Business shall, under without further action on the terms part of a Benefit Plan in effect as of the Effective Date Seller or under the terms of a Collective Bargaining Agreement in effect as of the Effective Date; 5.3.10 make any loansBuyer Party, advances be deemed added to (i) Schedule 1.1.11, 1.1.12, 1.1.8, 1.1.6 or capital contributions to, or investments in, any other Person (other than relocation and business travel advances to employees in the ordinary course of business consistent with past practice); 5.3.11 except3.10.3 hereof, as applicable, in the ordinary course of the Newsprint Business or the Railway Business consistent with past practice accelerate the delivery or sale of products or the incurrence of capital expenditures(ii) Schedule 3.3.1, offer discounts on the sale of products, on the provision of services or the payment of accounts receivable, or offer premiums on the purchase of raw materials; 5.3.12 permit Apache to adopt a plan of complete or partial liquidation or authorize or undertake a dissolution, consolidation, restructuring, recapitalization or other reorganization of Apache or the Newsprint Business Schedule 3.3.2 and Schedule 3.4.2 hereof to the extentextent indicated by Seller in such notice, provided that any required consent shall also be deemed added to Schedule 2.2.4 and shall be deemed a Seller Material Consent and deemed added to Schedule 10.1(e) and shall be deemed an Other Material Consent, in each case, inconsistent with the consummation unless Purchaser and Seller consent otherwise, such consent not to be unreasonably withheld, and (iii) each other Schedule relating to representations and warranties set forth in Section 3 of the transactions contemplated by this Agreement; 5.3.13 permit Apache to acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; 5.3.14 except in the ordinary course of business consistent with past practice, cancel, compromise or settle any debt or claim or waive any rights of material value to Apache or the Newsprint Business without Apache or the Newsprint Business receiving a realizable benefit of similar or greater value, or voluntarily suffer any extraordinary loss; 5.3.15 enter into any transactions, contracts and understandings with Seller or any of its Related Parties Agreement that would require such document to be binding included in a list, as reasonably apparent on the Newsprint Assets face of such documents or Apache after the Closing; 5.3.16 incur any debt for borrowed money, other than in the ordinary course of the Newsprint Business consistent with past practice; 5.3.17 make any change in its fiscal year or its accounting methods or practices except as required by reason of a concurrent change in GAAP; 5.3.18 in the case of Apache only, make or change any tax election or file any tax returns, except in the ordinary course of business consistent with past practice; 5.3.19 settle any audit relating to Apache; 5.3.20 institute or settle any material legal proceeding, whether pending or threatened, relating to the Newsprint Business, or, in the case of Apache, institute or settle any material legal proceeding, whether pending or threatened; 5.3.21 settle or compromise on any issue, question or dispute in or relating to the Water Rights Litigation; 5.3.22 fail to maintain the Wxxxx in operating condition; 5.3.23 fail to use any payments received indicated by Seller or its Affiliates relating to Newsprint Insurance Claims of Seller or its Affiliates covering in such notice, and (b) each Assumed Obligation entered into during the Newsprint Assets to acquire replacement assets or to repair assets or to reimburse Seller or its Affiliates for expenses incurred to acquire replacement assets or to repair assets; 5.3.24 not divert customers or any orders from Interim Period without violating Section 5.1.1 shall, without further action on the Newsprint Business to other businesses part of Seller or any of its Affiliates except Buyer Party, be deemed added to the extent that there are replacement customers Schedule 3.5. Furthermore, if Purchaser fails to consent to any request by Seller to take action pursuant to Section 5.1.1(d) hereof where consent is required, Seller shall thereafter have no liability hereunder or replacement orders such that there is no material adverse impact on the Newsprint Business, it being acknowledged and agreed to by the parties that certain customers of the Newsprint Business are also customers of Seller and its Affiliates with respect to businesses other than the Newsprint Business and nothing contained in this Section 5.3.24 or elsewhere in this Agreement shall prevent Seller and its Affiliates from maintaining their relationships with or soliciting business from, such customers; 5.3.25 allow or agree to allow the lapse of any material right otherwise with respect to any Material Permit; 5.3.26 permit an event of default Losses resulting from the failure to continue uncured under the Snowflake Lease; 5.3.27 fail to maintain the Owned Tangible Real Assets and the Equipment in all material respects in a manner consistent with past practice; 5.3.28 fail to maintain, in all material respects, the Newsprint Inventory levels in a manner consistent with past practice, taking into account cyclical variances and the Outage; or 5.3.29 authorize or enter into any agreement or commitment with respect to any of the foregoingtake such action.