Common use of Conduct of Business Before Closing Clause in Contracts

Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after the date of this Agreement and before the Closing, except as may be otherwise agreed by the Buyers under this Agreement or approved in writing by the Buyers, the Sellers shall cause the Company to: (a) conduct and maintain its Business and operations in the ordinary course and consistent with its past practices; (b) maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against the Company, or its assets, as applicable; (c) make all filings, reports and disclosures required under Applicable Laws in the PRC in connection with, or arising from, the Business or other operations of the Company in the ordinary course; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers; (f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis; (g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend its articles of association, except as provided under this Agreement; (b) except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structure; (c) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise); (e) liquidate, dissolve or effect any recapitalization or reorganization in any form, including discontinuing any material part of its business; (f) except as provided under this Agreement, declare, set aside or pay any dividend or make any distribution with respect to its equity capital (whether in cash or in kind) or redeem, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliates; (g) sell, lease, license, transfer, encumber or otherwise dispose of any of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Company; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensation, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or (f) undertake any office closing or employee layoffs, except in the ordinary course of business. 4.3 The Sellers and the Company shall, and the Sellers ensure that the Company will, at all times after the date of this Agreement until the earlier of the Closing or the date of the termination of this Agreement according to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described above.

Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after From the date of this Agreement and before hereof until the Closing, the Company shall operate the Business in the ordinary course of business, except as may be for such acts which are otherwise expressly permitted under this Agreement, and the Company shall, unless otherwise agreed by the Buyers under this Agreement or approved Buyer in writing by the Buyerswriting, the Sellers shall cause the Company to: (a) conduct and maintain its Business corporate existence in full force and operations effect, (b) not enter into any transaction material in nature or amount other than in the ordinary and usual course of business, (c) not order any unusual amounts of inventory of any kind or nature from any source other than is required for performance of contractual obligations, (d) take no actions to materially alter delivery dates, production schedules, shipment dates or the like from its normal course of business, (e) not amend its certificate of formation, operating agreement or other governing documents, (f) not declare or pay any dividends of any kind or make any distributions in respect of the Company's membership interests (other than those relating to the distribution of the Company's income for periods prior to the Closing Date or the extinguishment of any loans or advances to Company's officers, managers or members or the transfer of the Excluded Assets or Excluded Liabilities), (g) not make any loans or advances to officers, managers or members of the Company (except for travel advances in the ordinary course of business), (h) pay in full all Taxes of the Company becoming due and payable prior to the Closing Date, (i) not permit its capital expenditures for the period beginning November 1, 2004 and ending on the Closing Date to exceed $500,000 in the aggregate, or (j) not take any action, other than in the ordinary course of its business and consistent with its past practices; (b) maintain insurance in such amounts and against such risks and losses as are consistent with past practice and apply all insurance proceeds received , which would require a material change to Claims made against the Company, or its assets, as applicable; (c) make all filings, reports and disclosures required under Applicable Laws in the PRC in connection with, or arising from, the Business or other operations of the Company in the ordinary course; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Sellerthe Sellers given under Article III. Further, the Company agrees to (i) by the Company’s current officers and employeesuse commercially reasonable efforts to preserve intact its present business organization, keep available the services of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it, (ii) maintain its records and books of accounts in a manner consistent with past practices, (iii) preserve the goodwill of those having business relationships with the Companymaintain its tangible assets and properties in good condition, order and repair, reasonable wear and tear excepted, (iv) preserve all of its rights in the Company’s relationships with customersIntellectual Property, creditors and suppliers, (v) maintain pay (on or before the books, date when due) its accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers; (f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis; (g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents payable and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend its articles of association, except as provided under this Agreement; (b) except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structure; (c) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise); (e) liquidate, dissolve or effect any recapitalization or reorganization in any form, including discontinuing any material part of its business; (f) except as provided under this Agreement, declare, set aside or pay any dividend or make any distribution with respect to its equity capital (whether in cash or in kind) or redeem, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliates; (g) sell, lease, license, transfer, encumber or otherwise dispose of any of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created obligations in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Company; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensation, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or (f) undertake any office closing or employee layoffs, except in the ordinary course of businesspractice. 4.3 The Sellers and the Company shall, and the Sellers ensure that the Company will, at all times after the date of this Agreement until the earlier of the Closing or the date of the termination of this Agreement according to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described above.

Conduct of Business Before Closing. 4.1 With respect (a) From the date hereof to the conduct of Closing Date, except to the Company’s Business from and after extent that Buyer consents in writing (such consent not to be unreasonably withheld, delayed or conditioned), Seller agrees that it shall use commercially reasonable efforts to cause Xxxxx Xxxx to continue to be employed by the Company as its Chief Operating Officer. From the date of this Agreement and before hereof until the ClosingClosing Date, except as may be otherwise agreed required or contemplated by the Buyers under this Agreement or approved to the extent Buyer consents in writing by the Buyers(such consent not to be unreasonably withheld, delayed or conditioned), the Sellers Seller shall cause the Company to: and each of the Xxxxxx Subsidiaries to (ai) conduct use commercially reasonable efforts to preserve intact its present business organization and maintain goodwill, and to keep available the services of its Business officers and operations in key employees, (ii) comply with the ordinary course requirements of all applicable laws; and consistent with its past practices; (biii) maintain with adequately capitalized insurance companies insurance coverage for the Company’s and its Subsidiaries’ assets and their business in such amounts and against such risks and losses as are consistent with past practice practice. Seller acknowledges that, prior to Closing and apply all insurance proceeds received subject to Claims made against the Companyrequirements of this Section 5.04, Buyer and its representatives (including, but not limited to, Xx. Xxxx), will be taking certain actions to ensure that, as of the Closing, the Company and the Xxxxxx Subsidiaries are able to operate independently from the Seller and its other affiliates. Buyer shall consult with Seller (through Xxxxxxx X. Xxxxx or Xxxxxxx X. Xxxxx) in good faith with respect to such activities, including any action that, if initiated by Seller, would constitute a breach of Section 5.04(b). Seller shall cause the Company and the Xxxxxx Subsidiaries to engage in and cooperate with such preparations of Buyer in good faith, provided, however, that, Seller may refuse to consent to any such activities if they (i) would result in the incurrence of (A) any financial obligation to a third party by Seller or its affiliates (other than the Company and the Xxxxxx Subsidiaries) at any time, or its (B) any financial obligation by the Company and the Xxxxxx Subsidiaries to a third party prior to Closing that increases or decreases, in the aggregate, the 2012 operating budget for the Xxxxxx Business by more than ten percent (10%). (b) Except with the prior consent of the Buyer (which shall be deemed to be given if any of the following actions are taken at the direction of Xxxxx Xxxx), the Seller shall cause the Company and each Xxxxxx Subsidiary not to do any of the following: i. sell, pledge, lease, dispose of or encumber any property or assets, as applicableexcept for dispositions of assets or encumbrances and pledges that are, individually and in the aggregate, immaterial; ii. acquire or agree to acquire (cby merger, consolidation or acquisition of stock or assets) make all filingsany real property, reports and disclosures required under Applicable Laws in the PRC in connection withcorporation, partnership or other business organization or division thereof, or arising fromacquire other assets, the Business or other operations of the Company than in the ordinary course; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers iii. amend or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and propose to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers; (f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis; (g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend its articles of association, except as provided under this Agreement; charter or bylaws (b) except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structure; (c) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwisecomparable organizational documents); (e) liquidateiv. split, dissolve combine or effect reclassify any recapitalization or reorganization in any form, including discontinuing any material part shares of its businessstock or other equity securities; (f) except as provided under this Agreement, v. declare, set aside or pay any dividend on or make any distribution other distributions (whether in cash, stock, property or otherwise) with respect to such shares or distribute any cash with respect to such shares, except (A) as needed to enable CSI to make the minimum distributions required for CSI to maintain its equity capital qualification as a REIT, to avoid the imposition of any taxes under Section 4981 of the Code and to avoid incurring any taxes under Section 857 of the Code; or (whether in cash or in kindB) or dividends paid by an Xxxxxx Subsidiary to such Xxxxxx Subsidiary’s direct parent; and; vi. redeem, purchase purchase, acquire or offer to acquire any shares of its capital stock or other equity securities; vii. incur indebtedness or issue or amend the terms of any debt securities or assume, guarantee or endorse, or otherwise transfer become responsible for the obligations of any cash other person or cash equivalents from the Company to the Sellers entity for borrowed money; viii. make any loans, advances or capital contributions to, or investments in, any other person, ix. terminate, amend, modify, assign, waive, release or relinquish any contract rights or any of its Affiliates; (g) sell, lease, license, transfer, encumber other rights or otherwise dispose of any of the Company’s assets or any interests therein, claims other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of businessbusiness consistent with past practices; (i) createx. settle or compromise any claim, incuraction, assume suit or suffer to exist any new Encumbrance affecting any of the assets of proceeding pending or threatened against the Company except for or any new Encumbrance created Xxxxxx Subsidiary, in each case other than in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000or as otherwise covered by insurance; (j) xi. make any change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAPin executive compensation; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Company; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) xii. pay, discharge or satisfy any Liabilities claims, liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensation, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or (f) undertake any office closing or employee layoffsobligations, except in the ordinary course of business, and in accordance with their terms or as otherwise covered by insurance; xiii. enter into or amend any employment, collective bargaining, severance, retirement, deferred compensation, bonus, change of control, or special pay arrangement with respect to termination of employment, change in the terms of employment or other similar arrangements or agreements with any directors, officers or employees to increase the benefits provided or to provide additional or new benefits to any such person; xiv. adopt, accelerate, enter into or amend any severance, bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, retiree medical, change of control, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required by the terms thereof or as required to comply with changes in applicable law and not increase the wages of any directors, officers or employees except in the ordinary course and consistent with past practices; xv. enter into any contract, agreement, commitment or arrangement with respect to any of the matters listed in clauses (i) through (xiv) above; xvi. change any method of accounting or accounting practice by the Company or any Subsidiary of the Company, except with prior agreement with the Company’s auditor; xvii. enter into any contract that would require the Company or any Subsidiary of the Company to expend a sum in excess of $100,000 or that is otherwise material to the Company or any Subsidiary; xviii. accept, cause or permit any inter-company charges from Seller to the Company and its Subsidiaries for services or any costs of capital; or xix. make any tax election or take any tax position inconsistent with historical practices of the Company and its Subsidiaries. 4.3 The Sellers (c) Notwithstanding anything to the contrary contained in this Agreement, (i) Seller shall have the right to cause the Company and the Company shallXxxxxx Subsidiaries to take all any and all actions, or to refrain from taking any action, to the extent necessary to comply with the terms and conditions of the Merger Agreement, and the Sellers ensure that the Company will, at all times after the date any such action or failure to act shall not be deemed to breach any provision of this Agreement until and (ii) Seller shall not, and shall not be required to cause the earlier Company or any Xxxxxx Subsidiary, to take any action otherwise required pursuant to this Agreement, that would cause CSI, the Operating Partnership or any Subsidiary of the Closing or Company to breach any provision of the Merger Agreement. (d) Without limiting Section 5.04(c), if the Merger Agreement (as the same exists on the date hereof) is amended or modified Seller shall provide Buyer a copy of such amendment or modification and if the Merger Agreement (as the same exists on the date hereof) is amended or modified in a manner that materially and adversely affects (i) Buyer’s rights under this Agreement, (ii) Buyer’s rights under Section 5.03 and 5.04, or (iii) Buyer’s or Seller’s ability to consummate the transactions contemplated hereby, Buyer may terminate this Agreement in accordance with the following: i. Buyer shall not be entitled to terminate this agreement pursuant to this Section 5.04(d) unless (A) Buyer has first delivered written notice to Seller stating Buyer’s intent to terminate under this Section 5.04(d) and specifying in reasonable detail the reasons therefor, and (B) within the ten (10) business day period following delivery of such notice, Seller has not addressed the issues raised therein to Buyer’s reasonable satisfaction, whether by effecting an additional amendment to the Merger Agreement or any other reasonable measure. ii. In the event this Agreement is terminated by Buyer pursuant to this Section 5.04(d) or 7.01(f), Seller agrees to pay Buyer the Break-Up Fee (defined below). iii. Break-Up Fee payments pursuant to Section 5.04(d) shall be paid by Seller not later than five (5) Business Days following the termination of this Agreement according Agreement. iv. The provisions of this Section 5.04(d) will apply to each subsequent amendment to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described aboveMerger Agreement.

Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after (a) Between the date hereof and the Closing Date, without the written consent of this Agreement and before the ClosingBuyer, except as may be otherwise agreed by the Buyers under this Agreement or approved in writing by the Buyers, the Sellers Seller shall cause the Company tonot: (ai) make any change in the customary methods used in operating the Business (including, but not being limited to, its marketing, selling, pricing, customer service, debt collection and payment of accounts payable practices and policies), or otherwise conduct and maintain its the Business and operations other than in the ordinary course and consistent with its past practicesof Seller's business; (bii) maintain insurance make any sale, transfer, lease or other disposition of any Acquired Assets or mortgage, pledge or otherwise create a security interest in such amounts any of the Acquired Assets other than Permitted Liens and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against other than in the Company, or its assets, as applicableordinary course of business; (ciii) make all filings, reports and disclosures required under Applicable Laws grant any increase in compensation to employees of Seller which increases singly or in the PRC in connection with, or arising from, aggregate are material; (iv) cease the Business or other operations sale and distribution of any of the Company Products other than in the ordinary coursecourse of business with respect to seasonal or promotional items; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) fail to maintain the books, accounts and records of the Company in the proper course in accordance Business on a basis consistent with PRC GAAP, and properly record all transactions on such books, accounts and records, and past practice; (vi) comply create, incur or assume any indebtedness (except for accounts payable in the ordinary course of business) for money borrowed in connection with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the BuyersBusiness; (fvii) provide modify or change in any way any existing lease, license, contract or other document; (viii) effect any transaction with any other entity or person, the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast terms of which are not commercially reasonable or are other than on monthly an arm's length basis; (gix) comply with all Applicable Laws, and take, or take any action that would cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior representations and warranties made by Seller in this Agreement not to the Closing: (a) amend its articles of association, except as provided under this Agreementremain true and correct; (bx) except as provided herein, increase undertake any action or decrease its equity capital, allot engage in any omission that shall impair or issue any additional equity interest or otherwise alter its equity structurejeopardize the Seller's rights to the Intellectual Property; (cxi) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise); (e) liquidate, dissolve or effect any recapitalization or reorganization in any form, including discontinuing any material part of its business; (f) except as provided under this Agreement, declare, set aside not declare or pay any dividend or make any distribution with respect to its equity capital (distribution, whether in cash cash, shares, or in kind) or redeemother property, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliatesstockholders; (gxii) sell, lease, license, transfer, encumber or otherwise dispose pay any amounts to third parties in satisfaction of any obligations of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value;Seller's stockholders; or (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Company; (mxiii) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment incontract, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice commitment or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, arrangement with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of actions prohibited by the Company, foregoing. (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensation, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or (f) undertake any office closing or employee layoffs, except in the ordinary course of business. 4.3 The Sellers and the Company shall, and the Sellers ensure that the Company will, at all times after From the date of this Agreement hereof until the earlier Closing Date, Seller shall keep Buyer advised of the Closing or the date of the termination of this Agreement according to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data significant decisions concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding business or prospects of the Business and the information and data described above.shall use its

Conduct of Business Before Closing. 4.1 With During the Interim Period, except with respect to the conduct of the Company’s Business from Short Term Real Property Leases and after the date of this Agreement and before the Closing, except as may be otherwise agreed by the Buyers under provided in this Agreement or approved consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), Vendor shall (x) conduct the BuyersBusiness in the Ordinary Course consistent with past practice; and (y) use its commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and locations and to preserve the Sellers shall cause rights, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Company toBusiness. Without limiting the foregoing, during the Interim Period, except with respect to the Short Term Real Property Leases and as consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), Vendor shall: (a) conduct preserve and maintain its all Permits required for the conduct of the Business as currently conducted or the ownership and operations in use of the ordinary course and consistent with its past practicesPurchased Assets; (b) maintain insurance in such amounts pay the debts, Taxes and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against other obligations of the Company, or its assets, as applicableBusiness when due; (c) make all filings, reports maintain the properties and disclosures required under Applicable Laws assets included in the PRC in connection with, or arising from, the Business or other operations of the Company Purchased Assets in the ordinary course; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except same condition as otherwise agreed with the Buyers or for any voluntary resignations (without any action they were on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers; (f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis; (g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend its articles of association, except as provided under this Agreement; (b) except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structure; (c) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise); (e) liquidate, dissolve or effect any recapitalization or reorganization in any form, including discontinuing any material part of its business; (f) except as provided under this Agreement, declare, set aside or pay any dividend or make any distribution with respect to its equity capital (whether in cash or in kind) or redeem, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliates; (g) sell, lease, license, transfer, encumber or otherwise dispose of any of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested subject to ordinary wear and tear and other than the disposition or disputed use of Inventory or Tangible Personal Property in good faith by the CompanyOrdinary Course; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensationcontinue in full force and effect without modification all Insurance Policies, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable lawLaw; (e) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical defend and protect the properties and assets included in the Purchased Assets from infringement or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or usurpation; (f) undertake any office closing perform all of its obligations under all Assigned Contracts; (g) maintain the Books and Records in accordance with past practice; (h) comply in all material respects with all Laws applicable to the conduct of the Business or employee layoffs, the ownership and use of the Purchased Assets; (i) except in the ordinary course of business. 4.3 The Sellers and the Company shallconnection with actions permitted by Section 6.3 hereof, and the Sellers ensure not take or permit any action that the Company will, at all times after the date of this Agreement until the earlier would cause any of the Closing changes, events or conditions described in Section 4.5 to occur; and (j) use its reasonable best efforts to obtain all landlord consents in connection with the date assignment and assumption of the termination of this Agreement according to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described aboveLong Term Real Property Leases.

Conduct of Business Before Closing. 4.1 With respect (a) Except (i) as required by Law or any Governmental Entity, (ii) for the declaration or payment of cash distributions (for any reason) that will be entirely paid prior to the conduct Effective Time, (iii) as otherwise expressly provided for in this Agreement or the Disclosure Letter (including pursuant to Section 6.12 (Pre-Closing Reorganization) and Section 6.14 (Fluent Litigation)), (iv) as Purchaser may expressly consent to in writing, which consent may not be unreasonably withheld, conditioned or delayed, (v) for repayments, redemptions or repurchases of loans or other obligations under any Indebtedness, or amendments, refinancings, restatements or extensions of Indebtedness or documents thereof (and any release or incurrence of Liens in connection therewith), (vi) for any matter which has general application to the Parent’s business as a whole, provided that such action does not have a disproportionate effect on the Corporation as compared to Parent’s business as a whole, or (vii) in relation to any product that is proprietary or exclusive to the business of Parent and its subsidiaries, which is not being transferred or licensed to Purchaser for sale to new customers of the Company’s Business from and Corporation beyond an initial transition period after Closing pursuant to the date terms of this Agreement and before the ClosingAncillary Agreements, except as may be otherwise agreed by during the Buyers under this Agreement or approved in writing by the BuyersInterim Period, the Sellers Vendor shall cause the Company Corporation to conduct its business and activities in the Ordinary Course. Without limiting the generality of the foregoing and notwithstanding the preceding clause (vi), during the Interim Period, Vendor shall cause the Corporation not to: (ai) conduct and maintain its Business and operations make or assume any commitment, obligation or liability which individually or in the ordinary course and consistent with its past practicesaggregate exceeds $500,000, other than Contracts entered into in the Ordinary Course; (bii) maintain insurance cease to operate its properties or to carry on the Business as heretofore carried on, in such amounts and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against the Company, or its assets, as applicablematerial respects; (ciii) make all filingssell, reports and disclosures required under Applicable Laws transfer or dispose of, or create or impose any Lien (other than Permitted Liens) upon, any of its assets other than sales, transfers or dispositions of assets sold, transferred or disposed of in the PRC in connection with, or arising from, the Business or other operations of the Company in the ordinary courseOrdinary Course; (div) maintain and keep its licenses and permits required make any capital expenditure or commitment to do so which individually or in connection with its business and operations validthe aggregate exceeds $1,000,000, effective and currentother than purchases of customer Contracts from ADT Authorized Dealers in the Ordinary Course; (e) (i) preserve intact the Company’s business organizations, (ii) except as otherwise agreed with the Buyers or for any voluntary resignations (without any action on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the booksdischarge any secured or unsecured obligation or liability (whether accrued, accounts absolute, contingent or otherwise), other than obligations and records of the Company liabilities discharged in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and Ordinary Course; (vi) comply with make any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws loan or reasonably requested by advance which individually or in the Buyersaggregate exceed $150,000; (fvii) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basispurchase or otherwise acquire any securities in any Person; (gviii) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend modify its articles of association, except as provided under this AgreementGoverning Documents; (bix) make any change in its accounting policies and practices as utilized in the preparation of the Financial Statements except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structurerequired by GAAP; (cx) change its business scope terminate the employment or services of any (A) director of the Corporation or (B) Employee or Contractor receiving annual base Compensation in any respectexcess of $100,000; (dxi) merge enter into any agreement relating to Severance Obligations or consolidate relating to any retention, transaction bonus, or change of control of the Corporation with any entity of its officers, directors or acquire Employees or Contractors receiving annual base Compensation in excess of $100,000; (xii) make any shares change in the rate or equity interest in form of Compensation payable or to become payable to any business of its directors, Employees or entity Contractors which is outside the Ordinary Course; (whether by purchase xiii) increase the benefits to which Employees or former employees of assetsthe Corporation are entitled under any Benefit Plan which is outside the Ordinary Course or institute or, purchase of stock, merger adopt any new Benefit Plan or otherwisemake any amendments to any existing Benefit Plan (or commit to do so); (exiv) liquidatemake any bonus or profit sharing distribution or similar payment of any kind to any current or former shareholder, dissolve director, Employee or effect any recapitalization or reorganization in any form, including discontinuing any material part Contractor of its businessthe Corporation which is outside the Ordinary Course; (fxv) except as provided under this Agreement, declare, set aside or pay any dividend or make any distribution with respect to its equity capital (whether in cash or in kind) or redeem, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliates; (g) sell, lease, license, transfer, encumber or otherwise dispose of any of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Company; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect terminate or waive any material right under, amend or otherwise modify in any contract or agreement, which is (i) is not capable of being terminated without compensation at material respect any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials)Material Contract; (pxvi) terminate grant to any customer of the Business any special allowance or discount, or change its pricing, credit or payment policies, delay or postpone the payment of trade payables, or change normal operating balances of Inventory, in each case, other than in the Ordinary Course; (xvii) delay or postpone in a way which would be outside the Ordinary Course, the discharge of any obligation, liability or capital expenditure when such liability, obligation or capital expenditure becomes due; (xviii) settle any litigation or claim imposing obligations on the Corporation other than payment of money damages, provided, however, that Vendor shall notify Purchaser in writing of such settlement and shall obtain a full release in favour of Corporation in connection with such settlement; (xix) cancel or reduce any of its insurance coverage; or (xx) authorize, agree or otherwise amend contracts with commit in writing to do any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract;foregoing. (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase Vendor and Parent shall not, and shall cause the Corporation not to, transfer or accelerate the payment or vesting of benefits payable under assign any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement Contract with any manager, officer, or consultant customer of the Company, Business to Parent or any of its Affiliates (other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensation, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable law) any collective bargaining agreement, bonus, profit-sharing, thrift, pension, retirement, post-retirement medical or life insurance, retention, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any present or former manager, director, officer or employee, or any beneficiaries thereof, of the Company, or (f) undertake any office closing or employee layoffs, except in the ordinary course of business. 4.3 The Sellers and the Company shallCorporation), and shall use, and shall cause the Sellers ensure that Corporation to use, commercially reasonable efforts to preserve intact the Company willBusiness’ relationships with customers, at all times after the date of this Agreement until the earlier of the Closing or the date of the termination of this Agreement according to the terms hereofsuppliers, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described abovethird parties.

Conduct of Business Before Closing. 4.1 With respect to the conduct of the Company’s Business from and after From the date of this Agreement and before hereof until the ClosingClosing Date, except as may be otherwise agreed by the Buyers under provided in this Agreement or approved consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the BuyersCompany to: (x) conduct the business of the Company in the ordinary course consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization and business of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Sellers Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall cause the Company to: (a) conduct preserve and maintain all its Business and operations in the ordinary course and consistent with its past practicesPermits; (b) maintain insurance in such amounts pay its debts, Taxes and against such risks and losses as are consistent with past practice and apply all insurance proceeds received to Claims made against the Company, or its assets, as applicableother obligations when due; (c) make all filingsmaintain the assets owned, reports and disclosures required under Applicable Laws in the PRC in connection with, operated or arising from, the Business or other operations of used by the Company in the ordinary course; (d) maintain and keep its licenses and permits required in connection with its business and operations valid, effective and current; (e) (i) preserve intact the Company’s business organizations, (ii) except same condition as otherwise agreed with the Buyers or for any voluntary resignations (without any action they were on the part of the Company or any Seller) by the Company’s current officers and employees, keep available the services of its current officers and employees, (iii) preserve the goodwill of those having business relationships with the Company, (iv) preserve the Company’s relationships with customers, creditors and suppliers, (v) maintain the books, accounts and records of the Company in the proper course in accordance with PRC GAAP, and properly record all transactions on such books, accounts and records, and (vi) comply with any Applicable Laws, including applicable anti-corruption laws and regulations, and to take such necessary corrective measures as may be required under such laws or reasonably requested by the Buyers; (f) provide the Buyers and their Representatives with the updated financial statements, i.e., income statement, balance sheet and cash flows statement etc., including the actual incurred numbers and the forecast on monthly basis; (g) comply with all Applicable Laws, and take, or cause to be taken, all appropriate actions, do or cause to be done all things necessary, proper or advisable under applicable PRC laws, including but not limited to, the payment of all applicable Tax and employee contributions; and (h) provide the Buyers and their Representatives with all necessary documents, information and assistance, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and complete the items detailed herein to consummate the Closing. 4.2 Notwithstanding the generality of the foregoing, except as the Buyers may otherwise consent to or approve in writing, on and after the date of this Agreement and prior to the Closing Date, the Sellers shall ensure that the Company does not take any of the following actions on or prior to the Closing: (a) amend its articles of association, except as provided under this Agreement; (b) except as provided herein, increase or decrease its equity capital, allot or issue any additional equity interest or otherwise alter its equity structure; (c) change its business scope in any respect; (d) merge or consolidate with any entity or acquire any shares or equity interest in any business or entity (whether by purchase of assets, purchase of stock, merger or otherwise); (e) liquidate, dissolve or effect any recapitalization or reorganization in any form, including discontinuing any material part of its business; (f) except as provided under this Agreement, declare, set aside or pay any dividend or make any distribution with respect to its equity capital (whether in cash or in kind) or redeem, purchase or otherwise transfer any cash or cash equivalents from the Company to the Sellers or any of its Affiliates; (g) sell, lease, license, transfer, encumber or otherwise dispose of any of the Company’s assets or any interests therein, other than assets (a) used, consumed, replaced or sold in the ordinary course or (b) sold, leased, licensed, transferred, encumbered or other disposed of, in each case which in the aggregate is less than RMB 100,000 in value; (h) create, incur, endorse, assume, otherwise become liable for or suffer to exist any new indebtedness or guarantee or indemnity of any such indebtedness, other than (a) indebtedness existing as of the date of this Agreement and as described in the Disclosure Letter and (b) the borrowings and issuances of letters of credit under existing credit lines made in the ordinary course of business; (i) create, incur, assume or suffer to exist any new Encumbrance affecting any of the assets of the Company except for any new Encumbrance created in the ordinary course of business consistent with past practices in an amount not in excess of RMB100,000; (j) change its payment policies or credit practices, the rate or timing of its payment of accounts payable or its collection of accounts receivable or change its earnings accrual rates on contracts, except for changes required by PRC GAAP; (k) change its accounting policies and practices, including policies relating to valuation of its assets and write-off debts, except for changes required by PRC GAAP; (l) fail to pay any creditor any amount owed to such creditor in the ordinary course in accordance with the Company’s business practices immediately prior to the date of this Agreement, unless such amount is being contested or disputed in good faith by the Companysubject to reasonable wear and tear; (m) enter into or renew any contract or agreements with or engage in any transaction (other than transactions disclosed in the Disclosure Letter) with (i) any Seller or Affiliates of the Sellers or (ii) any competitor of the Company or the Buyers; (n) make any capital investment in, any loan to or any acquisition of the securities or assets of any other person (or series of related capital investments, loans and acquisitions); (o) enter into, terminate, renew, amend in any material respect or waive any material right under, any contract or agreement, which is (i) is not capable of being terminated without compensation at any time with one month’s notice or less; or (ii) is not in the ordinary and usual course of business and on arms’ length terms, or (iii) involves or may involve total revenue or total expenditure in excess of RMB100,000 (excluding purchase contracts for raw materials); (p) terminate or otherwise amend contracts with any of the key customers except where such termination or amendment is requested by a key customer who has the right to do so under the applicable agreement or contract; (q) take or fail to take any action that will cause a termination of or material breach or default under any contract or agreement, the termination, breach or default of which will have any impact on the Company’s Business in any aspect; (r) pay, discharge or satisfy any Liabilities or accounts payable that are not yet due and payable; (s) settle or compromise any material pending or threatened Claims or legal proceeding arising from such Claims or create any material Liability, for the Buyers or, after the Closing, the Company; (t) amend or discontinue any insurance contract, fail to notify any insurance claim in accordance with the provisions of the relevant policy or settle any such claim below the amount claimed; and (u) except as set forth in the Disclosure Letter or as required by Applicable Laws, regulations or rules, with respect to any of the employees: (a) grant any severance, retention, economic compensation or termination pay to, or amend any existing severance, retention, economic compensation or termination arrangement with, any current or former manager, officer or employee of the Company, (b) increase or accelerate the payment or vesting of benefits payable under any existing severance, retention or termination pay policies or employment agreements, (c) enter into or amend any employment, consulting, deferred compensation or other similar agreement with any manager, officer, or consultant of the Company, other than execution of the Company’s standard employment terms and conditions by new employees in the ordinary course, (d) commit to pay any additional compensationcontinue in full force and effect without modification all Insurance Policies, bonus or other benefits in excess of the current amount of compensation, bonus or other benefits to any manager, director, officer, employee or consultant of the Company, (e) establish, adopt or amend (except as required by applicable lawLaw; (e) defend and protect its assets from infringement or usurpation; (f) perform all its obligations under all Contracts relating to or affecting its assets or business; (g) maintain its minute books and share record and transfer books in accordance with past practice; (h) not make any collective bargaining agreementloans, bonusadvances or capital contributions to any Person; (i) not (A) make, profit-sharingchange or revoke, thriftor permit the Company to make, pensionchange or revoke, retirementany Tax election, post-retirement medical or life insurancefile or cause to be filed an amended Tax Return unless required by Law or (B) make, retentionor permit the Company to make, deferred compensationany change in any Tax or accounting methods or policies or systems of internal accounting controls, compensation, stock option, restricted stock except to conform to changes in Laws related to Taxes or other benefit plan accounting requirements; (j) not (A) terminate (otherwise than for cause) the employment or arrangement covering services of any present or former manager, director, officer or employeemanager [except as contemplated by Section 5.01(j) of the Disclosure Schedules] or (B) grant any severance or termination pay to any director, officer or manager or any beneficiaries thereof, of the Company, or (f) undertake any office closing or other employee layoffs, [except in the ordinary course case of business.(A) as required under any existing Contract or Benefit Plan or as required by Law]; 4.3 The Sellers and the Company shall, and the Sellers ensure (k) comply in all material respects with all applicable Laws; and (l) not take or permit any action that the Company will, at all times after the date of this Agreement until the earlier would cause any of the Closing changes, events or the date of the termination of this Agreement according conditions described in Section 3.08 to the terms hereof, make the plants, properties, management, books and records (including, but not limited to, accounting and tax records, vendor and third party payments, employee reimbursements and expenses, sales and purchase documents, documents relating to dealers and distributors including sales volumes per dealer/distributor for the domestic and international markets, notes, memoranda, test records and any other electronic or written data) of the Company, available during normal business hours to the Buyers and their Representatives and the Sellers shall ensure that the Company, furnish or cause to be furnished to such persons during such period all such information and data concerning the Company as such persons may reasonably request. Sellers shall also ensure that the Company’s employees are available to the Buyers and their Representatives to provide additional information regarding the Business and the information and data described aboveoccur.