Common use of Conduct of Business Before the Closing Date Clause in Contracts

Conduct of Business Before the Closing Date. (a) Without the prior written consent of the Buyer, between the date hereof and the Closing Date, the Company shall not, and the Sellers shall not permit the Company to, except as otherwise expressly permitted pursuant to the terms hereof: (i) make any material change in the conduct of its businesses or enter into any transaction other than in the ordinary course of business consistent with past practices; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwise; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights or any part thereof, except transactions pursuant to the existing Contracts specifically set forth in the schedules hereto; (iv) subject any of its assets, properties or rights or any part thereof, to any Lien or suffer such to exist other than such Liens as may arise in the ordinary course of business consistent with past practice by operation of law; (v) redeem, retire, purchase or otherwise acquire, directly or indirectly, any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (vi) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (vii) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions; (viii) make or commit to make capital expenditures in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof; (ix) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its Affiliates, other than the payment of salary, bonus and benefits to the Sellers and the officers and employees of the Company pursuant to existing arrangements, cash distributions with respect to the Interests or as contemplated by this Agreement; (x) fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained on the date hereof; (xi) take any other action that would cause any of the representations and warranties made by the Company and the Sellers in this Agreement not to remain true and correct in all respects; (xii) make any change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, or write off as uncollectible any accounts receivable except in the ordinary course of business consistent with past practice; (xiii) make, change or revoke any election or method of accounting with respect to Taxes affecting or relating to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xv) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 in the aggregate; (xvi) make, enter into, modify, amend in any material respect or terminate any Contract (A) entailing payments in excess of $25,000, or (B) having a term in excess of 12 months; (xvii) make, enter into, modify, amend in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the Company; or (xviii) commit to do any of the foregoing. (b) From and after the date hereof and until the Closing Date, the Company shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; (ii) continue to conduct its business in the ordinary course consistent with past practice; (iii) keep its books of account, files and records in the ordinary course consistent with past practice; and (iv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 to the contrary, the Company shall, on or prior to the Closing Date: (i) pay the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to Closing.

Conduct of Business Before the Closing Date. (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with the terms of Article 11, the Company and the Members shall conduct the Business in the ordinary course in substantially the same manner in which it has been conducted prior to the date hereof, including by complying substantially with presently scheduled plans for the Business, use reasonable efforts to maintaining relationships with clients, customers, vendors and others involved in the Business, maintaining customary accounting practices and using their reasonable efforts to diligently pursue any collection claims and timely collect receivables and any other amounts due to Company. (b) Without limiting the generality of Section 6.1(a), without the prior written consent of the Buyer, between from and after the date hereof until the earlier of the Closing Date and the Closing Datetermination of this Agreement in accordance with the terms of Article 11, the Company and the Members shall not, and the Sellers shall not permit the Company to, except as otherwise expressly permitted pursuant to the terms hereof: (i) amend the Organizational Documents of the Company; (ii) make any material change in the conduct of its businesses the Business or enter into any transaction other than in the ordinary course of business consistent with past practices; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwisebusiness; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights the assets of the Company or any part thereof, except transactions pursuant to the existing Contracts specifically contracts set forth in the schedules Schedules hereto; (iv) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business; (v) issue any equity securities, options, warrants, rights or convertible securities; (vi) make or commit to make any capital expenditure in excess of $5,000; (vii) subject any of its the Company’s assets, properties or rights or any part thereof, to any Lien Lien, other than Permitted Liens, or suffer such to exist other than such Liens as may arise in the ordinary course of business consistent with past practice by operation of law; (v) redeemlaw and that will not, retireindividually or in the aggregate, purchase have a Material Adverse Effect or otherwise acquireinterfere materially with the use, directly operation, enjoyment or indirectly, marketability of any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (vi) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (vii) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions’s assets; (viii) make or commit to make capital expenditures in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof; (ix) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its their respective Affiliates; (ix) waive or release any rights of material value, other than or cancel, compromise, release or assign any material indebtedness owed to Company or any material claims held by the payment Company; (A) acquire or dispose of salaryor exclusively license any assets which are material, bonus and benefits individually or in the aggregate, to the Sellers Business or (B) cause Company to (I) enter into any new line of business or (II) incur any Indebtedness or guarantee the obligations or other Liabilities of any other Person; (1) enter into any Contract which, if entered into prior to the date hereof, would have been a Business Contract hereunder and imposes any material obligations on Company or (2) amend in any material respect or terminate any Business Contract; provided, however, that the officers foregoing shall not apply to any Contract (A) entered into in the ordinary course of business to the extent such Contract would not obligate Buyer to any material Liability and/or (B) that is not a material Contract or amendment thereof and employees is entered into with any customer of the Business in the ordinary course of business; (xii) disclose any material trade secrets of the Company pursuant to existing arrangementsor the Business; (xiii) notwithstanding clause (viii), cash distributions modify or amend in any material respect or terminate any Business Contract with respect to the Interests or as contemplated by this Agreementany client set forth on Schedule 3.20(c); (xxiv) enter into or amend any Contract with any Affiliate of the Company relating to the Business; (xv) fail to file, when due or required, federal, state, foreign and other Tax Returns and other reports required to be filed or fail to pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against Company in respect of the Business, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (xvi) fail to keep in full force and effect insurance comparable in amount and scope to of coverage maintained on in respect of the date hereofBusiness; (xi) take any other action that would cause any of the representations and warranties made by the Company and the Sellers in this Agreement not to remain true and correct in all respects; (xiixvii) make any material change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, GAAP or write off as uncollectible any accounts receivable except in the ordinary course of business consistent with past practice; (xiiixviii) makeincrease, change terminate, amend, or revoke otherwise modify, in any election material respect, any plan for the benefit of the employees; (xix) except as set forth on Schedule 6.1(b)(xix), pay any dividends or method distributions, redeeming any securities, or otherwise causing assets of accounting the Company to be distributed to any of its members;. (xx) fail to file, when due or required, any filings or other documents required to be filed with respect Authorities in order to Taxes affecting maintain the ownership by the Company of the Intellectual Property; (xxi) fail to pay, discharge or relating satisfy any material Liability of the Business; (xxii) waive any right of the Company to receive any direct or indirect payment or other benefit under any material Liability owing to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xvxxiii) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 in the aggregateright; (xvixxiv) make, enter into, modify, amend take any other action that would cause any of the representations and warranties made by them in any material respect or terminate any Contract (A) entailing payments in excess of $25,000, or (B) having a term in excess of 12 months; (xvii) make, enter into, modify, amend in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the CompanyTransaction Documents not to remain true and correct; or (xviiixxv) commit to do any of the foregoing. (b) From and after the date hereof and until the Closing Date, the Company shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; (ii) continue to conduct its business in the ordinary course consistent with past practice; (iii) keep its books of account, files and records in the ordinary course consistent with past practice; and (iv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 to the contrary, the Company shall, on or prior to the Closing Date: (i) pay the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to Closing.

Conduct of Business Before the Closing Date. (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with the terms of Article 11, Company and the Members shall conduct the Business in the ordinary course in substantially the same manner in which it has been conducted prior to the date hereof, including by complying substantially with presently scheduled plans for the Business, maintaining relationships with clients, customers, vendors and others involved in the Business, maintaining customary accounting practices and using their best efforts to diligently pursue any collection claims and timely collect receivables and any other amounts due to Company. (b) Without limiting the generality of Section 6.1(a), without the prior written consent of the Buyer, between from and after the date hereof until the earlier of the Closing Date and the Closing Datetermination of this Agreement in accordance with the terms of Article 11, Company and the Company Members shall not, and the Sellers shall not permit the Company to, except as otherwise expressly permitted pursuant to the terms hereof: (i) amend the Organizational Documents of the Company; (ii) make any material change in the conduct of its businesses the Business or enter into any transaction other than in the ordinary course of business consistent with past practices; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwise; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights the Purchased Assets or any part thereof, except transactions pursuant to the existing Contracts specifically contracts set forth in the schedules Schedules hereto; (iv) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (v) issue any equity securities, options, warrants, rights or convertible securities; (vi) make or commit to make any capital expenditure in excess of $5,000; (vii) subject any of its the Company’s assets, properties or rights or any part thereof, to any Lien or suffer such to exist other than such Liens as may arise in the ordinary course of business consistent with past practice by operation of law; (v) redeemlaw and that will not, retireindividually or in the aggregate, purchase have a Material Adverse Effect or otherwise acquireinterfere materially with the use, directly operation, enjoyment or indirectly, marketability of any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (vi) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (vii) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions’s assets; (viii) make or commit to make capital expenditures in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof; (ix) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its their respective Affiliates; (ix) waive or release any rights of material value, other than or cancel, compromise, release or assign any material indebtedness owed to Company Purchased Assets or any material claims held by the payment Company; (A) acquire or dispose of salaryor exclusively license any assets which are material, bonus and benefits individually or in the aggregate, to the Sellers Business or (B) cause Company to (I) enter into any new line of business or (II) incur any Indebtedness or guarantee the obligations or other Liabilities of any other Person; (1) enter into any Contract which, if entered into prior to the date hereof, would have been a Business Contract hereunder and imposes any material obligations on Company or modify or (2) amend in any material respect or terminate any Business Contract; provided, however, that the officers foregoing shall not apply to any Contract (A) entered into in the ordinary course of business to the extent such Contract is not material to the Business or would obligate Buyer to any material Liability and/or (B) that is not a material Contract or amendment thereof and employees is entered into with any customer of the Business in the ordinary course of business; (xii) disclose any material trade secrets of the Company pursuant to existing arrangementsor the Business; (xiii) notwithstanding clause (viii), cash distributions modify or amend in any material respect or terminate any Business Contract with respect to the Interests or as contemplated by this Agreementany client set forth on Schedule 3.20(c); (xxiv) enter into or amend any Contract with any Affiliate of the Company relating to the Business; (xv) fail to file, when due or required, federal, state, foreign and other Tax Returns and other reports required to be filed or fail to pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against Company in respect of the Business, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (xvi) fail to keep in full force and effect insurance comparable in amount and scope to of coverage maintained on in respect of the date hereofBusiness; (xi) take any other action that would cause any of the representations and warranties made by the Company and the Sellers in this Agreement not to remain true and correct in all respects; (xiixvii) make any change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, GAAP or write off as uncollectible any accounts receivable except in the ordinary course of business consistent with past practice; (xiiixviii) makeincrease, change terminate, amend, or revoke otherwise modify any election plan for the benefit of the employees; (xix) pay any dividends or method distributions, redeeming any securities, or otherwise causing assets of accounting the Company to be distributed to any of its members;. (xx) fail to file, when due or required, any filings or other documents required to be filed with respect Authorities in order to Taxes affecting maintain the ownership by the Company of the Intellectual Property; (xxi) fail to pay, discharge or relating satisfy any material Liability of the Business; (xxii) waive any right of the Company to receive any direct or indirect payment or other benefit under any material Liability owing to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xvxxiii) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 in the aggregateright; (xvixxiv) make, enter into, modify, amend take any other action that would cause any of the representations and warranties made by them in any material respect or terminate any Contract (A) entailing payments in excess of $25,000, or (B) having a term in excess of 12 months; (xvii) make, enter into, modify, amend in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the CompanyTransaction Documents not to remain true and correct; or (xviiixxv) commit to do any of the foregoing. (b) From and after the date hereof and until the Closing Date, the Company shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; (ii) continue to conduct its business in the ordinary course consistent with past practice; (iii) keep its books of account, files and records in the ordinary course consistent with past practice; and (iv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 to the contrary, the Company shall, on or prior to the Closing Date: (i) pay the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to Closing.

Conduct of Business Before the Closing Date. (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with the terms of Article 11, the Company and the Stockholders shall conduct the Business in the ordinary course in substantially the same manner in which it has been conducted prior to the date hereof, including by complying substantially with presently scheduled plans for the Business, use reasonable efforts to maintaining relationships with clients, customers, vendors and others involved in the Business, maintaining customary accounting practices and using their reasonable efforts to diligently pursue any collection claims and timely collect receivables and any other amounts due to Company. (b) Without limiting the generality of Section 6.1(a), without the prior written consent of the Buyer, between from and after the date hereof until the earlier of the Closing Date and the Closing Datetermination of this Agreement in accordance with the terms of Article 11, the Company and the Stockholders shall not, and the Sellers shall not permit the Company to, except as otherwise expressly permitted pursuant to the terms hereof: (i) amend the Organizational Documents of the Company; (ii) make any material change in the conduct of its businesses the Business or enter into any transaction other than in the ordinary course of business consistent with past practices; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwisebusiness; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights the assets of the Company or any part thereof, except transactions pursuant to the existing Contracts specifically contracts set forth in the schedules Schedules hereto; (iv) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business; (v) issue any equity securities, options, warrants, rights or convertible securities; (vi) make or commit to make any capital expenditure in excess of $5,000; (vii) subject any of its the Company’s assets, properties or rights or any part thereof, to any Lien Lien, or suffer such to exist other than such Liens as may arise in the ordinary course of business consistent with past practice by operation of law; (v) redeemlaw and that will not, retireindividually or in the aggregate, purchase have a Material Adverse Effect or otherwise acquireinterfere materially with the use, directly operation, enjoyment or indirectly, marketability of any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (vi) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (vii) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions’s assets; (viii) make or commit to make capital expenditures in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof; (ix) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its their respective Affiliates; (ix) waive or release any rights of material value, other than or cancel, compromise, release or assign any material indebtedness owed to Company or any material claims held by the payment Company; (A) acquire or dispose of salaryor exclusively license any assets which are material, bonus and benefits individually or in the aggregate, to the Sellers Business or (B) cause Company to (I) enter into any new line of business or (II) incur any Indebtedness or guarantee the obligations or other Liabilities of any other Person; (1) enter into any Contract which, if entered into prior to the date hereof, would have been a Business Contract hereunder and imposes any material obligations on Company or (2) amend in any material respect or terminate any Business Contract; provided, however, that the officers foregoing shall not apply to any Contract (A) entered into in the ordinary course of business to the extent such Contract would not obligate Buyer to any material Liability and/or (B) that is not a material Contract or amendment thereof and employees is entered into with any customer of the Business in the ordinary course of business; (xii) disclose any material trade secrets of the Company pursuant to existing arrangementsor the Business; (xiii) notwithstanding clause (viii), cash distributions modify or amend in any material respect or terminate any Business Contract with respect to the Interests or as contemplated by this Agreementany client set forth on Schedule 3.20(c); (xxiv) enter into or amend any Contract with any Affiliate of the Company relating to the Business; (xv) fail to file, when due or required, federal, state, foreign and other Tax Returns and other reports required to be filed or fail to pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against Company in respect of the Business, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (xvi) fail to keep in full force and effect insurance comparable in amount and scope to of coverage maintained on in respect of the date hereofBusiness; (xi) take any other action that would cause any of the representations and warranties made by the Company and the Sellers in this Agreement not to remain true and correct in all respects; (xiixvii) make any change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, GAAP or write off as uncollectible any accounts receivable except in the ordinary course of business consistent with past practice; (xiiixviii) makeincrease, change terminate, amend, or revoke otherwise modify any election plan for the benefit of the employees; (xix) pay any dividends or method distributions, redeeming any securities, or otherwise causing assets of accounting the Company to be distributed to any of its stockholders;. (xx) fail to file, when due or required, any filings or other documents required to be filed with respect Authorities in order to Taxes affecting maintain the ownership by the Company of the Intellectual Property; (xxi) fail to pay, discharge or relating satisfy any material Liability of the Business; (xxii) waive any right of the Company to receive any direct or indirect payment or other benefit under any material Liability owing to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xvxxiii) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 in the aggregateright; (xvixxiv) make, enter into, modify, amend take any other action that would cause any of the representations and warranties made by them in any material respect or terminate any Contract (A) entailing payments in excess of $25,000, or (B) having a term in excess of 12 months; (xvii) make, enter into, modify, amend in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the CompanyTransaction Documents not to remain true and correct; or (xviiixxv) commit to do any of the foregoing. (b) From and after the date hereof and until the Closing Date, the Company shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assets, properties, rights and operations in accordance with present practice in a condition suitable for their current use; (ii) continue to conduct its business in the ordinary course consistent with past practice; (iii) keep its books of account, files and records in the ordinary course consistent with past practice; and (iv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 to the contrary, the Company shall, on or prior to the Closing Date: (i) pay the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to Closing.

Conduct of Business Before the Closing Date. (a) Without the prior written consent of the Buyer, between the date hereof and the Closing Date, the Company Seller shall not, and the Sellers shall not permit the Company to, except as otherwise required or expressly permitted pursuant to the terms hereof: (i) make any material change in the conduct of its businesses the Business as it relates to the Purchased Property or enter into any transaction relating to the Business (as it relates to the Purchased Property) other than in the ordinary course of business consistent with past practices; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwise; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights the Purchased Property or any part thereof, except transactions pursuant to the existing Contracts specifically contracts set forth in the schedules heretoSchedules hereto and dispositions of inventory or of worn-out or obsolete Equipment and Machinery for fair or reasonable value in the ordinary course of business consistent with past practice; (iviii) subject any of its assetsthe Purchased Property, properties or rights or any part thereof, to any Lien or suffer such to exist other than such Liens as may arise in the ordinary course of business consistent with past practice by operation of lawlaw and that will not, individually or in the aggregate, have a Material Adverse Effect or interfere materially with the use, operation, enjoyment or marketability of any of the Purchased Property; (v) redeem, retire, purchase or otherwise acquire, directly or indirectly, any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (vi) acquire any assets or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practice; (vii) enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions; (viii) make or commit to make capital expenditures in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof; (ix) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its Affiliates, other than the payment of salary, bonus and benefits to the Sellers and the officers and employees of the Company pursuant to existing arrangements, cash distributions with respect to the Interests or as contemplated by this Agreement; (xiv) fail to keep in full force and effect insurance comparable in amount and scope to of coverage maintained on in respect of the date hereofBusiness Locations; (xiv) take any other action that would cause any of the representations and warranties made by them in the Company and the Sellers in this Agreement Transaction Documents not to remain true and correct in all respectscorrect; (xii) make any change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, or write off as uncollectible any accounts receivable except in the ordinary course of business consistent with past practice; (xiii) make, change or revoke any election or method of accounting with respect to Taxes affecting or relating to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xv) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 in the aggregate; (xvivi) make, enter into, modify, amend in any material respect or terminate any Contract (A) entailing payments in excess of $25,000, or (B) having a term in excess of 12 monthsAssigned Contract; (xviivii) makeremove any furniture, enter into, modify, amend fixtures or equipment from the LaMirada Facility or Stamford Facility used as of the date hereof in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the Companyconduct of the Business; or (xviiiviii) commit to do any of the foregoing. (b) From and after the date hereof and until the Closing Date, the Company Seller shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assetsmaintain, propertiesin all material respects, rights and operations the Purchased Property in accordance with present practice in a condition suitable for their its current use; (ii) file, when due or required, federal, state, foreign and other tax returns and other reports required to be filed and pay when due all taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; (iii) continue to conduct its business the Business as it relates to the Purchased Property in the ordinary course of business consistent with past practice; (iiiiv) keep its the books of account, records and files and records relating to the Business in the ordinary course consistent of business and in accordance with past existing practice; and (ivv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material continue to maintain existing business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 with landlords, lenders, suppliers and customers with respect to the contrary, the Company shall, on or prior Business as it relates to the Closing Date: (i) pay Purchased Property or the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to ClosingBusiness Locations.

Conduct of Business Before the Closing Date. (a) Without the prior written consent of the BuyerBuyer and the Principal Shareholders, which consent shall not be unreasonably withheld, between the date hereof and the Closing Date, the Company Seller shall not, and the Sellers shall not permit the Company to, except as otherwise required or expressly permitted pursuant to the terms hereof: (i) make any material change in the conduct of its businesses the Business or enter into any transaction other than in the ordinary course Ordinary Course of business consistent with past practicesBusiness, except that the Seller may use its available cash to pay bonuses to its employees and contractors at the Seller's sole discretion; (ii) make any change in any Organizational Document; issue any additional membership interests or other equity securities, or grant any option, warrant or right to acquire any membership interests or other equity securities, or issue any security convertible into or exchangeable for such securities; or alter in any way any of its outstanding securities or make any change in the outstanding Interests, whether by reason of a reclassification, recapitalization, combination, exchange or readjustment of membership interests or otherwise; (iii) make any sale, assignment, transfer, abandonment or other conveyance of its assets, properties or rights the Purchased Property or any part thereof, except transactions pursuant to the existing Contracts specifically contracts set forth in the schedules heretoSchedules hereto and dispositions of inventory or of worn-out or obsolete equipment for fair or reasonable value in the Ordinary Course of Business; (iviii) subject any of its assetsthe Purchased Property, properties or rights or any part thereof, to any Lien or suffer such to exist other than such Liens as may arise in the ordinary course Ordinary Course of business consistent with past practice Business by operation of lawlaw and that will not, individually or in the aggregate, have a Material Adverse Effect or interfere materially with the use, operation, enjoyment or marketability of any of the Purchased Property; (v) redeem, retire, purchase or otherwise acquire, directly or indirectly, any membership interests of the Company, or declare, set aside or pay any dividends or other distribution in respect of such interests, other than distributions (A) provided for in the Operating Agreement, dated as of September 30, 1999, by and among the Company and the Sellers, as amended, and in accordance with the Company's debt agreements specifically set forth on Schedule 5.10, and (B) made to reduce Working Capital, except in the case of both clauses (A) and (B) above, where any such distributions could reasonably be expected to result in an Actual Working Capital Deficiency; (viiv) acquire any assets assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viiv) enter into any new (or amend any existing) employee benefit plan, program Plan or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any bonuses or any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitmentPlan) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing disclosed contractual provisions; (viiivi) make or commit to make any capital expenditures expenditure in excess of $25,000 in the aggregate disclosed to the Buyer on or prior to date hereof25,000; (ixvii) except as specifically set forth on Schedule 8.1(a), pay, lend or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its Affiliates, other than Affiliates except in the payment Ordinary Course of salary, bonus and benefits to the Sellers and the officers and employees of the Company pursuant to existing arrangements, cash distributions with respect to the Interests or as contemplated by this AgreementBusiness; (xviii) fail to keep in full force and effect insurance comparable in amount and scope to of coverage maintained on in respect of the date hereofBusiness; (xiix) take any other action that would knowingly cause any of the representations and warranties made by it in the Company and the Sellers in this Agreement Transaction Documents not to remain true and correct in all respectscorrect; (xiix) make any change in any method of accounting or accounting principle, method, estimate or practice except for any such change required by reason of a concurrent change in GAAP, GAAP or write down the value of any inventory or write off as uncollectible any accounts receivable except in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xiii) make, change or revoke any election or method of accounting with respect to Taxes affecting or relating to it; (xiv) enter into any closing or other agreement or settlement with respect to Taxes affecting or relating to it; (xvxi) settle, release or forgive any claim or litigation or waive any right thereto in excess of $10,000 individually and $50,000 except in the aggregateOrdinary Course of Business; (xvixii) make, enter into, modify, amend in any material respect or terminate any Contract or expenditure with respect to the Business, where such Contract, bid or expenditure is for (A) a Contract entailing payments in excess of $25,000, 25,000 or (B) a or Contract having a term in excess of 12 months; ninety (xvii90) make, enter into, modify, amend in any material respect or terminate any agreement or understanding with a Significant Customer where such action, modification or amendment would have a Material Adverse Effect on the Companydays; or (xviiixiii) commit to do any of the foregoingforegoing except in the Ordinary Course of Business. (b) From and after the date hereof and until the Closing Date, the Company Seller shall, and the Sellers shall cause the Company, to: (i) continue to maintain its assetsmaintain, propertiesin all material respects, rights and operations the Purchased Property in accordance with present practice in a condition suitable for their its current use; (ii) continue file, when due or required, federal, state, foreign and other Tax Returns and other reports required to conduct its business be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against it, unless the validity thereof is contested in the ordinary course consistent with past practicegood faith and adequately reserved for; (iii) continue to conduct the Business in the Ordinary Course of Business; (iv) keep its the books of account, records and files and records in the ordinary course consistent Ordinary Course of Business and in accordance with past existing practice; and (ivv) preserve intact its operations, organization and reputation, keep available the services of its present officers and key employees and preserve the goodwill and material continue to maintain existing business relationships of its customers. (c) Notwithstanding anything in this Section 8.1 with suppliers and customers other than relationships not economically beneficial to the contrary, the Company shall, on or prior to the Closing Date: (i) pay the client obligation specifically set forth on Schedule 8.1(c) (the "Client Obligation"); (ii) take all actions reasonably necessary to effect the dissolution of Attention II; (iii) purchase directors' and officers' liability insurance, on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts, covering, for a period of not less than three (3) years following the Closing Date, the Sellers who are currently covered by the Company's directors' and officers' liability insurance policy for any action, suit, proceeding or investigation relating to events occurring prior to the Closing Date, including, without limitation, this Agreement and the transactions contemplated hereby; and (iv) take all actions reasonably necessary to amend the Membership Interests Issuance Agreements, or any portion thereof, by and between the Company and certain of the Sellers. All of the amounts set forth in clauses (i) through (iii) of this Section 8.1(c) shall be reflected in Working Capital for purposes of Section 3.3, but, in the case of clause (i), only to the extent that the full amount of the Client Obligation has not actually been paid by the Company prior to ClosingBusiness.